Form Pre 14A for Livestar
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
LIVESTAR ENTERTAIMENT GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
LIVESTAR ENTERTAINMENT GROUP, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
November 7, 2003
Dear Shareholder:
You are cordially invited to attend the special meeting of shareholders of
LIVESTAR ENTERTAINMENT GROUP, INC., which will be held at the offices of the
Company at 62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y
1M7 on December 1, 2003 at 2:00 p.m. Pacific Time.
Details of the business to be conducted at the special meeting are given in the
attached Notice of Special Meeting of Shareholders and Proxy Statement.
Whether or not you attend the special meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the special
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of LIVESTAR Entertainment Group, Inc.
Sincerely,
Ray A. Hawkins
President & CEO & Director
LIVESTAR ENTERTAINMENT GROUP, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
____________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
___________________________________________________
TO THE SHAREHOLDERS OF .:
The special meeting of the shareholders of LIVESTAR ENTERTAINMENT GROUP, INC.
will be held at the offices of the Company at 62 W. 8th Avenue, 4th Floor,
Vancouver, British Columbia, Canada V5Y 1M7 on December 1, 2003 at 2:00 p.m.
Pacific Time, for the following purposes:
1. To vote upon a proposal to amend the articles of incorporation in order
the authorize the board of directors to increase the number of
authorized common shares from 250,000,000 shares to 1,000,000,000
shares; and
2. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders of record at the close of business on October 29, 2003 are entitled
to notice of and to vote at the meeting. The Company's proxy statement
shareholders accompany this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Ray A. Hawkins, President, CEO & Director
Vancouver, British Columbia, Canada
November 7, 2003
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. Sending in your Proxy will not prevent you from voting your stock
at the meeting if you desire to do so, as your Proxy is revocable at your
option.
LIVESTAR ENTERTAINMENT GROUP, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
________________________________________________
PROXY STATEMENT
________________________________________________
For the Special Meeting of Shareholders
To be held December 1, 2003
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY LIVESTAR ENTERTAINMENT GROUP, INC. OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of LIVESTAR ENTERTAINMENT GROUP, INC. (the "Company")
for use at the special meeting of the shareholders of the Company, or any
adjournments thereof. The meeting will be held at the offices of the Company at
62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7 on
December 1, 2003 at 2:00 p.m. Pacific Time, to approve an amendment to the
articles of incorporation.
Management knows of no other business that may properly come before the meeting.
The above matter require for their approval the affirmative vote of a majority
of the shares represented at a meeting at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about November 17, 2003.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of LIVESTAR ENTERTAINMENT GROUP, INC. has fixed the close
of business on October 29, 2003 as the record date for the determination of
shareholders entitled to notice of and to vote at the special meeting. At the
record date, there were approximately 227,864,380 shares of common stock issued,
outstanding, and entitled to vote at the meeting. Holders of common stock are
entitled to one vote at the meeting for each share of common stock held of
record on the record date. There are no separate voting groups or separate
series of stock.
In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by LIVESTAR ENTERTAINMENT GROUP,
INC. and its directors, officers and employees (who will receive no additional
compensation therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. LIVESTAR ENTERTAINMENT
GROUP, INC. will reimburse banks, brokerage houses, custodians and other
fiduciaries who hold shares of common stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares. LIVESTAR ENTERTAINMENT GROUP, INC. will bear the costs of the
special meeting and of soliciting proxies therefor, including the cost of
printing and mailing this proxy statement and related materials. LIVESTAR
ENTERTAINMENT GROUP, INC. has spent approximately $3,000 in legal and other
expenses in the preparation of this proxy statement and other expenses connected
with the solicitation of security holders. It is anticipated that LIVESTAR
ENTERTAINMENT GROUP, INC. will spend an additional $2,000 in solicitation of
security holders before the meeting is held.
Any questions or requests for assistance regarding LIVESTAR ENTERTAINMENT GROUP,
INC.'s proxies and related materials may be directed in writing to Ray A.
Hawkins, President & CEO, at 62 W. 8th Avenue, 4th Floor, Vancouver, British
Columbia, Canada V5Y 1M7.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval for all matters other than the amendment
to the articles of incorporation, thirty-three and one-third percent (33.33%) of
the issued and outstanding shares of common stock entitled to vote as of the
record date, represented in person or by proxy, is required for a quorum at the
special meeting. Abstentions may be specified and will be counted as present for
the purpose of determining the existence of a quorum. Election of directors
shall be accomplished by the two candidates receiving a plurality of the votes
cast at a shareholder's meeting at which a quorum is present. Approval of the
amendments to the articles of incorporation requires the affirmative at the
meeting of a majority of all common shares issued and outstanding.
As of the record date there are 227,864,380 common shares issued and
outstanding. Also as of the record date there are 875,000 shares of preferred
stock issued and outstanding, which are convertible into 35,000,000 shares of
common stock. The preferred stock may cast votes at the meeting for the common
stock into which it is convertible. Accordingly, there are a total of
262,864,380 votes, which may be cast at the meeting. It is necessary that
131,431,191 of such votes be present at the meeting and vote in favor of the
amendment for it to be approved.
You can vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the named nominees for the board of directors
identified herein. Shares represented by proxies that have voted against the
propositions presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting. If other matters are properly
presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the meeting.
REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of LIVESTAR ENTERTAINMENT GROUP, INC. an instrument
revoking the proxy; (2) returning a duly executed proxy bearing a later date; or
(3) attending the meeting and voting in person. Attendance at the meeting will
not by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL I
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON STOCK FROM 250,000,000 SHARES TO
1,000,000,000 SHARES
Reason for the Increase in Authorized Common Stock
The Company has previously announced that it is its intention to develop a core
business consisting of a network of liquor licensed entertainment
establishments, namely nightclubs and lounges, in order to further its goal of
developing a live entertainment business. The board of the Company has
determined that the best way to do this is to acquire the first establishment
and possibly the second or more and use these as models for further
establishments, which are planned to be developed, from the ground up.
It is expected that the acquisitions will be made via both stock and cash. In
order to acquire capital the Company will require an increase in shares
outstanding to make the acquisitions. Stock required for the acquisitions will
also have to be provided for. Finally, in order to make the acquisitions, there
will be a need for capital to cover the expenses of identifying, targeting and
closing the acquisitions including but not limited to fees for lawyers,
accountants and investment bankers.
Because of the currently low stock price, and given the expected purchase price
of the acquisitions and cost of capital, this may translate into at least 250
million outstanding shares required to be added to the capital stock. Although
we endeavor, as in the case of our first recently completed acquisition, to
structure the consideration paid to reduce the amount of potential stock needed
to close an acquisition, given the currently low stock price, we may not be able
to avoid the issuance of significant amounts of stock to close the transaction.
Note that part of the purchase price of an acquisition or the capital raised may
need to include the granting of warrants. These warrants will therefore be
needed to be included in the authorized number. These additional authorized
shares may also aid in the securing of the capital needed to also cover the
corporate expenses required for the acquisitions. Additional acquisitions or
mergers that are made with stock will also require the additional shares made
available by the increase in the authorized common stock. In addition to the use
of stock for the acquiring of establishments, the Company may need additional
stock for joint venture transactions, the acquiring and financing of concert and
special event businesses or other synergistic businesses and possibly for
general working capital. The Company has previously stated it may issue stock to
compensate, staff, consultants and others, and also to settle debts with
suppliers and creditors.
The Board believes that the increase in the authorized will be well merited
since it may result in the Company building a core of income-producing hard
assets. The Board believes that over the long term the impact of these
income-producing assets may result in an increase in the company's valuation and
stock price such that the apparent dilution may be more than offset by the
increase in valuation such that stockholders may see an increase in the stock
price as a result.
All shares of common stock have equal voting rights and, when validly issued and
outstanding, are entitled to one vote per share in all matters to be voted upon
by shareholders. The shares of common stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully paid and
nonassessable shares. Cumulative voting in the election of directors is not
permitted, which means that the holders of a majority of the issued and
outstanding shares of common stock represented at any meeting where a quorum is
present will be able to elect the entire Board of Directors if they so choose.
In that event, the holders of the remaining shares of common stock will not be
able to elect any directors. In the event of liquidation, each shareholder is
entitled to receive a proportionate share of our assets available for
distribution to shareholders after the payment of liabilities and after
distribution in full of preferential amounts, if any. All shares of our common
stock issued and outstanding are fully paid and nonassessable. Holders of stock
are entitled to share pro rata in dividends and distributions with respect to
the common stock, as may be declared by the Board of Directors out of funds
legally available therefor.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION.
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of October 29, 2003, Common Stock ownership
of (1) the Directors of the Company, (2) the only persons known to management to
be the beneficial owners of more than five percent of the Common Stock of the
Company, based on management's best knowledge at the date set out above , and
(3) the Company's Directors and Officers as a group:
Directors, Officers and 5% Shares Beneficially
Stockholders Owned
----------------------------------------------------------------------------
Number Percent
------- -------
550605 B.C. Ltd. 2,814,000(1) 1.23%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7
Ray A. Hawkins 2,592,324(2) 1.14%
71-1075 Granville Street
Vancouver, B.C. V6Z 1L4
Edwin Kwong 2,439,608(2) 1.07%
#5 - 744 West 7th Avenue
Vancouver, B.C. V5Z 1B8
VANTECH Securities Ltd. 35,000,000(3) 13.31%
Suite 104B, Saffrey Square, Bank Lane
Nassau, Bahamas
All LIVESTAR directors and 5,031,932(2)(4) 2.20%
officers as a group (2 persons)
(1) Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
(2 Includes shares issuable upon the exercise of options within 60 days. Does
not include shares of which Mr. Hawkins is arguably the beneficial owner as a
result of holding a 74% interest in 550605 B.C. Ltd.
(3) Includes shares issuable upon the conversion of 875,000 Series A Preferred
Shares, with the Conversion Rights of 40 Common Shares to 1 Preferred Share.
(4) Includes 580,000 shares issuable upon the exercise of options within 60 days.
WHERE YOU CAN FIND MORE INFORMATION
LIVESTAR ENTERTAINMENT GROUP, INC. is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended. LIVESTAR ENTERTAINMENT
GROUP, INC. files reports, proxy statements and other information with the SEC.
You may read and copy these reports, proxy statements and other information at
the SEC's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet
website, located at www.sec.gov, that contains reports, proxy statements and
other information regarding companies and individuals that file electronically
with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
_______________________________
Ray A. Hawkins
President, CEO and Director
LIVESTAR ENTERTAINMENT GROUP, INC.
PROXY
Special Meeting of Shareholders
December 1, 2003
PROXY
The undersigned appoints Ray A. Hawkins of LIVESTAR ENTERTAINMENT GROUP, INC.
with full power of substitution, the attorney and proxy of the undersigned, to
attend the special meeting of shareholders of LIVESTAR ENTERTAINMENT GROUP,
INC., to be held December 1, 2003, beginning at 2:00 p.m., Pacific Time, at 62
W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7, and at
any adjournment thereof, and to vote the stock the undersigned would be entitled
to vote if personally present, on all matters set forth in the Proxy Statement
sent to Shareholders, a copy of which has been received by the undersigned, as
follows:
Please mark your votes as indicated [X] Total Number of Shares Held: ______________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve the amendments to the articles of incorporation.
FOR Amended Articles NOT FOR Amended Articles
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. Please sign exactly as
your name appears on your stock certificate(s).
Dated: ________________, 2003
Signature(s)
X _________________________
___________________________
Shareholder (print name)
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO December 1, 2003.