Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Entertainment International Ltd.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the 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) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) 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:
.......................................................
ENTERTAINMENT INTERNATIONAL LTD.
7380 Sand Lake Road
Suite 350
Orlando, Florida 32819
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 27, 2001
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To the Shareholders of
ENTERTAINMENT INTERNATIONAL LTD.
NOTICE IS HEREBY GIVEN that a special meeting (the "Special Meeting")
of shareholders of ENTERTAINMENT INTERNATIONAL LTD. (the "Company") to be held
at the offices of its wholly owned subsidiary CSTI Hi-Tech Ltd. ("CSTI"), 4
Ashlagan St., P.O. Box 8624, Kiryat Gat, 82021, Israel on December 27, 2001 at
10:00 a.m., local time, for the following purposes, all as more fully described
in the attached Proxy Statement.
Proposal (1) To ratify and approve an amendment to the Company's
Certificate of Incorporation to change the name of the Company from
"Entertainment International Ltd." to "Clean Systems Technology Group, Ltd.";
Proposal (2) To ratify the selection of Itzchaky Lion & Co. and Moore
Stephens P.C., as independent public accountants of the Company for the year
ending December 31, 2001; and
Proposal (3) To transact such other business as may properly come
before the Special Meeting and any and all adjournments thereof.
The accompanying Proxy Statement forms a part of this Notice.
The Board of Directors has fixed the close of business on December 4,
2001, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting or any adjournment thereof.
YOU ARE EARNESTLY REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE PROVIDED FOR THAT PURPOSE
(TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES) WHETHER OR
NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON. THE PROXY IS REVOCABLE
BY YOU AT ANY TIME PRIOR TO ITS EXERCISE AND WILL NOT AFFECT YOUR RIGHT TO VOTE
IN PERSON IN THE EVENT YOU ATTEND THE SPECIAL MEETING. THE PROMPT RETURN OF THE
PROXY WILL BE OF ASSISTANCE IN PREPARING FOR THE SPECIAL MEETING AND YOUR
COOPERATION IN THIS RESPECT WILL BE GREATLY APPRECIATED.
By Order of the Board of Directors
Meir Elazar
Secretary
December 13, 2001
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
ENTERTAINMENT INTERNATIONAL LTD.
7380 Sand Lake Road
Suite 350
Orlando, Florida 32819
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PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 27, 2001
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INTRODUCTION
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Entertainment International Ltd. (the "Company") in connection
with the solicitation of proxies by the Board of Directors for use in voting at
a Special Meeting of Shareholders to be held at 4 Ashlagan St., P.O. Box 8624,
Kiryat Gat, 82021, Israel on December 27, 2001 at 10:00 a.m., local time, and at
any and all adjournments thereof (the "Special Meeting"). This Proxy Statement,
the attached Notice of Special Meeting of Shareholders, and the accompanying
proxy, are first being mailed or delivered to shareholders of the Company on or
about December 13, 2001.
Special Meeting Matters
At the Special Meeting, shareholders of the Company as of the close of
business on December 4, 2001 (the "Record Date") will consider and vote upon the
ratification and adoption of an amendment to the Company's Certificate of
Incorporation to change the name of the Company from "Entertainment
International Ltd." to "Clean Systems Technology Group, Ltd.".
General
The enclosed proxy provides that each shareholder may specify that his
or her shares be voted "for", "against" or "abstain" from voting with respect to
the proposal. If the enclosed proxy is properly executed, duly returned to the
Company in time for the Special Meeting and not revoked, your shares will be
voted in accordance with the instructions contained thereon. Where a signed
proxy is returned, but no specific instructions are indicated, your shares will
be voted FOR the proposal.
Proxies marked as abstaining will be treated as present for purposes of
determining a quorum for the Special Meeting, but will not be counted as voting
in respect of any matter as to which abstention is indicated. Proxies returned
by brokers as "non-votes" on behalf of shares held in street name because
beneficial owners' discretion has been withheld as to the agenda for the Special
Meeting will not be treated as present for purposes of determining a quorum for
the Special Meeting unless they are voted by the broker. Such shares will not be
counted as to the matters for which a non-vote is indicated on the broker's
proxy.
Any shareholder who executes and returns a proxy may revoke it in
writing at any time before it is voted at the Special Meeting by: (i) filing
with the Secretary of the Company, at the above address, written notice of such
revocation bearing a later date than the proxy or a
subsequent proxy relating to the same shares; or (ii) attending the Special
Meeting and voting in person (although attendance at the Special Meeting will
not in and of itself constitute revocation of a proxy).
Whether or not you attend the Special Meeting, your vote is important.
Accordingly, you are asked to sign and return the accompanying proxy regardless
of the number of shares you own. Shares can be voted at the Special Meeting only
if the holder is represented by proxy or is present.
The Board of Directors has fixed the close of business on December 4,
2001, as the record date (the "Record Date") for the determination of the
shareholders entitled to notice of, and to vote at, the Special Meeting and any
adjournments and postponements of the Special Meeting. On that day, there were
41,834,966 shares of Common Stock outstanding, which shares were held by
approximately 1,484 shareholders of record. Holders of the Company's Common
Stock are entitled to one vote per share. A majority of the issued and
outstanding shares of the Company's Common Stock on the Record Date, represented
in person or by proxy, will constitute a quorum for the transaction of business
at the Special Meeting. If a quorum is not present, the Special Meeting may be
adjourned from time to time, until a quorum is present. Abstentions and broker
non-votes are counted as present for purposes of determining the presence of a
quorum at the Special Meeting for the transaction of business. Any shareholder
has the right to vote against approval of the proposals before the Special
Meeting.
VOTING RIGHTS AND VOTING SECURITIES
Voting at the Special Meeting
The Board of Directors has fixed the close of business on December 4,
2001 as the Record Date for the determination of shareholders entitled to notice
of, and to vote at, the Special Meeting. Only shareholders of record at the
close of business on the Record Date will be entitled to vote at the Special
Meeting or any and all adjournments thereof. On December 4, 2001, the Company
had 41,834,966 shares of Common Stock issued and outstanding. The Company is
authorized to issue 110,000,000 shares of Common Stock, $.01 par value per
share. Each shareholder of Common Stock will be entitled to one vote per share,
either in person or by proxy, on the matter presented to the shareholders of the
Company at the Special Meeting. The holders of a majority of all of the
outstanding shares of Common Stock entitled to vote at the Special Meeting
constitute a quorum at the Special Meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number and percentage of shares of
Common Stock beneficially owned, as of the Record Date, by (i) all persons known
by the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock; (ii) each director of the Company; (iii) each of the "named
executive officers" as defined under the rules and regulations of the Securities
Act of 1933, as amended (the "Securities Act"), except as otherwise indicated in
the table; and (iv) all directors and executive officers of the Company as a
group (3 persons).
Percent Beneficially
Number of Shares Owned of
Name Beneficially Owned Common Stock
---- ------------------ --------------------
Louis J. Pearlman(1)........................ 931,800(1) 2.3%
Outlets Ltd.(2)............................. 3,255,085(2) 7%
Link Business Solutions(3).................. 12,917,007(3) 30.8%
Liel Hi-Tech Systems Ltd.(3)................ 12,917,007(3) 30.8%
All Officers and Directors as a group (2 persons) 26,765,814(1)(3) 64%
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(1) Mr. Pearlman, a Director of the Company and the former Chairman and Chief
Executive Officer of the Company has an address c/o Entertainment
International Ltd., 7380 Sand Lake Road, Suite 350, Orlando, Florida 32819.
(2) The address for Outlets, Ltd. is c/o Gainsford Bell, SKL House, 111
Arlozorov Street, Tel Aviv, 62098.
(3) The address for Link Business Solutions is Waterloo Office Park, Dr.
Richelle 161, 1410 Waterloo, Belgium and the address for Liel Hi-Tech
Systems Ltd. is c/o CSTI Hi-Tech Ltd., 4 Ashlagan St., P.O. Box 8624,
Kiryat Gat 82021, Israel. Mr. Lustgarten, Chairman and Chief Executive
Officer of the Company since October 17, 2001 is the beneficial owner of
these shares.
PROPOSAL (1): AMEND PARAGRAPH 1 OF THE
CERTIFICATE OF INCORPORATION OF THE COMPANY
The Board of Directors of the Company has unanimously adopted a
resolution approving and recommending to the Company's shareholders for their
approval, an amendment to Paragraph 1 of the Company's Certificate of
Incorporation to change the Company's name "Entertainment International Ltd." to
"Clean Systems Technology Group, Ltd.". The text of the proposed Amendment is
set forth in Appendix A which is attached hereto.
Background
The company was originally incorporated in 1982 and commenced
operations shortly thereafter. Since 1995, the Company generally has had no
operations and no opportunity to conduct significant operations in the industry
in which it has historically conducted its business operations.
On October 17, 2001 the Company closed a transaction providing for the
acquisition of CSTI Hi-Tech Ltd. ("CSTI"). Simultaneously with the closing, the
Company effectuated a 1 for 20 reverse stock split, effective on October 18,
2001, of all of the Company's issued and outstanding common stock as approved by
shareholders of the Company on December 28th, 2000.
CSTI is a privately held company headquartered in Israel with offices
in Germany and Italy that is engaged in the business of the planning, production
and installation of ultra-high purity systems for transporting highly pure gases
and chemicals. These highly pure products are used in the production of products
ranging from micro-electronics, optical fibers and metal blades to
pharmaceutical and bio-technology items. CSTI currently has 140 employees and
its customers include Sapio Gas Company (Italy), Hydrogas (Scandinavia), Pirelli
Optic Fibres (Italy), Teva (Israel) and Intel (Israel) among others.
Pursuant to the terms of the transaction, CSTI's shareholders
transferred all of their shares to the Company and the CSTI group received
control of approximately eighty-five percent (85%) of ENTI's then outstanding
share capital, taking into account the shares that were issued to the CSTI
Group. The management and board of directors of CSTI replaced ENTI's current
management. Louis J. Pearlman, the then Chairman and Chief Executive Officer of
the Company continued as a board member.
As a result of such transaction, the activities of the Company are
those of CSTI. Accordingly, in order to accurately reflect the current business
of the Company it has been determined by the Board of Directors to change the
name of the Company from "Entertainment International Ltd." to "Clean Systems
Technology Group Ltd.".
Approval of the amendment to the Company's Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock, voting by proxy or in person, which are entitled to vote
at the Special Meeting. Unless otherwise specified, the persons designated in
the proxy will vote the shares covered thereby at the Special Meeting FOR the
approval of the Amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE PROPOSAL.
PROPOSAL (2) - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Itzchaky Lion & Co. ("ILC"), Israeli certified public accountants,
audited the consolidated financial statements of CSTI for the fiscal year ended
December 31, 2000. In addition, the Company has retained the international
accounting firm of Moore Stephens P.C.
("Moore Stephens") to jointly certified the financial statements for the fiscal
year ended December 31, 2001 together with ILC. Unless instructed to the
contrary, the persons named in the enclosed proxy intend to vote the same in
favor of the ratification of the selection of ILC as independent public
accountants to the Company to audit the Company's consolidated financial
statements for the fiscal year ending December 31, 2001, to serve until the next
Annual Meeting of Stockholders, unless such employment shall be earlier
terminated. That firm has reported to the Company that it is independent within
the meaning of the Exchange Act and Rule 2.01 of Regulation S-X, and that none
of its members has any direct financial interest or material indirect financial
interest in the Company or any of its subsidiaries, nor has any member of such
firm had any such connection during the past three years with the Company or any
of its subsidiaries, in the capacity of promoter, underwriter, voting trustee,
director, officer or employee. The ratification requires a majority vote of
those shares of Common Stock represented at the Annual Meeting. Representatives
of ILC are expected to be available to the meeting and will have the opportunity
to make a statement if they desire to do so and are expected to be able to
respond to appropriate questions.
The aggregate fees billed for professional services by ILC for the
fiscal year ended December 31, 2000 were as follows:
Audit Fees: ILC's fees in connection with its quarterly reviews and
year end audits for the fiscal year ended December 31, 2000 were $10,000.
Financial Information Systems Design and Implementation Fees: There
were no fees incurred for Financial Information Systems Design and
Implementation for the fiscal year ended December 31, 2000.
The affirmative vote of at least a majority of the shares of the
company's common stock represented at the annual meeting is required for
approval of this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THIS PROPOSAL 2.
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OTHER MATTERS
The Board of Directors does not intend to bring any other matters
before the Special Meeting and does not know of any other matters that are to be
presented for consideration at the Special Meeting. Should any other matters
properly come before the Special Meeting, it is the intention of the persons
named in the accompanying proxy to vote such proxy on behalf of the shareholders
they represent in accordance with their best judgment.
SOLICITATION OF PROXIES
Proxies are being solicited by and on behalf of the Board of Directors.
The Company will bear the costs of preparing and mailing the proxy materials to
its shareholders in connection with the Special Meeting. The Company will
solicit proxies by mail and the directors and certain officers and employees of
the Company may solicit proxies personally or by telephone or telegraph. These
persons will receive no additional compensation for such services but will be
reimbursed for their reasonable out-of-pocket expenses. The Company also will
request brokers, dealers, banks and their nominees to solicit proxies from their
clients, where appropriate, and will reimburse them for reasonable out-of-pocket
expenses related thereto.
ADDITIONAL INFORMATION
The Company will make available to any shareholder, without charge, and
upon a written request therefor, additional copies of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000. Any such
request should be directed to Entertainment International Ltd., Attention: Scott
Bennett at the following address: 7380 Sand Lake Road, Suite 350, Orlando,
Florida 32819.
By Order of the Board of Directors
Meir Elazar
Secretary
Orlando, Florida
December 13, 2001
APPENDIX I
PROXY
ENTERTAINMENT INTERNATIONAL LTD.
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Jacob Lustgarten and Meir Elazar (with
full power to act without the other and with power to appoint his or her
substitute) as the undersigned's proxies to vote all of the undersigned's shares
of common stock of ENTERTAINMENT INTERNATIONAL LTD., a New York corporation (the
"Company"), which the undersigned would be entitled to vote at the Special
Meeting of Shareholders of the Company (the "Special Meeting") to be held at 4
Ashlagan St., P.O. Box 8624, Kiryat Gat, 82021, Israel, on December 27, 2001 at
10:00 a.m., local time, and at any and all adjournments thereof as follows:
I. To ratify and approve an amendment to the Company's Certificate of
Incorporation to change the name of the Company from "Entertainment
International Ltd." to "Clean Systems Technology Group, Ltd."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
II. To ratify the selection of Itzchaky Lion & Co. and Moore Stephens P.C., as
independent public accountants of the Company for the year ending December
31, 2001; and
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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The shares of common stock represented by this Proxy will be voted in
accordance with the foregoing instructions. In the absence of any
instructions, such shares will be voted FOR the proposal in Item I.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders to be held on December 27, 2001, and the Proxy
Statement of the Company, each dated December 13, 2001, each of which has
been enclosed herewith.
The undersigned hereby revokes any proxy to vote shares of common stock of
the Company heretofore given by the undersigned.
Dated:
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Signature
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Signature, if held jointly
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Title (if applicable)
Please date, sign exactly as your name appears on this Proxy
and promptly return in the enclosed envelope. In the case of
joint ownership, each joint owner must sign. When signing as
guardian, executor, administrator, attorney, trustee,
custodian, or in any other similar capacity, please give
full title. If a corporation, sign in full corporate name by
president or other authorized officer, giving title, and
affix corporate seal. If a partnership, sign in partnership
name by authorized person.