SCHEDULE 14A
(Rule 14a-101)
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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
STAR STRUCK, LTD.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) 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:
________________________________________________________________________________
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This definitive proxy statement has been revised to include the form of proxy,
which was omitted in the definitive proxy statement that filed March 29, 2002.
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STAR STRUCK, LTD.
1865 Palmer Avenue
Larchmont, New York 10538
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders:
The Annual Meeting of Shareholders of Star Struck, Ltd., a Delaware
corporation (the "Company"), will be held at 8 F. J. Clarke Circle, Bethel,
Connecticut 06801, at 9:00 a.m., local time, on May 7, 2002, for the following
purposes:
1. To elect the members of the Board of Directors.
2. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business
on March 29, 2002 as the record date for the Annual Meeting. Only holders of the
Company's shares at the close of business on such date will be entitled to vote
at the Annual Meeting or any adjournment or adjournments thereof.
The Annual Report of the Company for the fiscal year ended December
31, 2001 is being sent to Shareholders with the mailing of this Notice of Annual
Meeting of Shareholders and Proxy Statement.
By Order of the Board of Directors
Peter Nisselson, Secretary
Larchmont, New York
March 29, 2002
YOUR VOTE IS IMPORTANT
THE PRESENCE, IN PERSON OR BY PROXY, OF HOLDERS OF A MAJORITY OF THE
COMPANY'S OUTSTANDING SHARES IS REQUIRED TO CONSTITUTE A QUORUM. IT IS THEREFORE
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING, REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. THE BOARD OF DIRECTORS OF THE COMPANY HAS
AUTHORIZED THE SOLICITATION OF PROXIES. PLEASE MARK, SIGN AND RETURN PROMPTLY
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. UNLESS OTHERWISE DIRECTED,
SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS DIRECTORS. AS TO ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THIS ANNUAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THOSE
SHARES WILL BE VOTED AS THE NAMED PROXIES IN THEIR BEST JUDGMENT MAY DECIDE.
STAR STRUCK, LTD.
1865 Palmer Avenue
Larchmont, New York 10538
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
--------------------
To be held on May 7, 2002 or
as such date may be adjourned
VOTING SECURITIES
The Company has one class of capital stock, consisting of common
stock, par value $1.00 per share (the "Shares"), entitled to vote at the Annual
Meeting of Shareholders. Each of the outstanding Shares entitles its holder to
one vote. 2,025,899 Shares were issued and outstanding at the close of business
on March 29, 2002 (the "Record Date"). Only holders of record of Shares as of
the Record Date will be entitled to notice of and to vote at the Annual Meeting
of Shareholders, or any adjournment or adjournments thereof.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is for use only at the Annual Meeting of
Shareholders to be held May 7, 2002 and any and all adjournments thereof. It is
solicited on behalf of the Board of Directors of the Company.
The approximate date this proxy statement and accompanying materials
are first being sent to security holders is April 12, 2002.
Shares represented by properly executed proxies will be voted and will
be voted in accordance with the instructions contained therein. If no
instructions are indicated, such shares will be voted FOR the election of the
nominees as directors. As to any other business that may properly come before
the meeting or any adjournment or adjournments thereof, such shares will be
voted as the named proxies in their best judgment may decide. A shareholder may
revoke his or her proxy at any time prior to its exercise at the Annual Meeting
of Shareholders. A shareholder
1
may revoke his or her proxy by filing with the Secretary of the Company (at the
Company's address indicated above) an instrument revoking it or by similarly
filing a duly executed proxy bearing a later date or by appearing at the Annual
Meeting of Shareholders and voting in person.
In addition to the use of the mails, proxies may be solicited by the
directors, officers and employees of the Company without additional
compensation, by personal interview, telephone or telegram.
The expense of making the solicitation will consist of preparing and
mailing the proxies and Proxy Statement, any expenses incurred by Company
representatives in making the contacts described above, the charges of brokerage
houses and other custodians, nominees and fiduciaries forwarding documents to
security owners and costs of returning proxies, and any incidental expenses. The
costs of this proxy solicitation, will be borne by the Company. Such costs are
expected to be those normally expended for a solicitation for an election of
directors in the absence of a contest, including costs represented by salaries
and wages of regular employees.
NOMINEES FOR ELECTION AS DIRECTORS
ELECTION
The presence, in person or by proxy, of the record holders of a
majority of the shares of stock entitled to be voted at the meeting constitutes
a quorum for the conduct of business. If a quorum is present, the affirmative
vote of the record holders of a majority of the shares of stock voting at the
meeting in person or by proxy is necessary to elect directors. Abstentions and
broker non-votes are included in the determination of the existence of a quorum
but are not to be included in determining the number of votes cast.
Proxies received in response to this solicitation will be voted,
unless such authority is withheld, FOR the election of the seven persons named
in this section as nominees for the Board of Directors.
Each Director will hold office until the next annual meeting of the
shareholders and until a successor is elected and qualifies.
There is no reason to believe that any of the nominees will, prior to
the date of the Annual Meeting of Shareholders, refuse or be unable to accept
election. If any nominee refuses or becomes unable to accept election, it is the
intention of the persons named in the proxy to vote for such other person or
persons as the current Board of Directors may recommend.
2
BACKGROUND INFORMATION
The following table sets forth information as to the principal
occupations of the nominees. The information presented below is based in part on
information received from the respective persons and in part on the Company's
records.
YEAR FIRST
APPOINTED
NAME AND AS
PRINCIPAL OCCUPATION DIRECTOR AGE
-------------------- ---------- ---
Lawrence J. Goldstein............. 1984 66
Vice President, Treasurer,
and Director
Vice President and Treasurer of the
Company since 1985; General Partner
of Santa Monica Partners, an investment
partnership, since 1982; Vice President
of the Company's subsidiary, Star Struck,
Inc. ('SSI')
Kenneth Karlan..................... 1992 49
President and Director
President of the Company since 1999;
Vice President of the Company from 1994
to 1999; since 1984, President of SSI
Robert Morris...................... 1985 67
Director
President of Dunhill
Personnel Search since prior
to 1980
Peter M. Nisselson................. 1984 66
Chairman of the Board, Secretary
and Director
Chairman of the Board since 1999
President of the Company from
1985 to 1999 and Secretary
since 1985; President of PN
Investments, Inc., a Private
investment company, from 1981
to 1994; Vice President of SSI
3
Year First
Appointed
Name and as
PRINCIPAL OCCUPATION DIRECTOR AGE
-------------------- -------- ---
Arthur Salzfass........ 1985 67
Director
President of Rutledge Books, Inc.,
a subsidy publisher since 1997.
Chairman of MicroInfo, a consulting
business, since approximately 1985;
from October 1993 to June 1994,
President and CEO of USFI, Inc.,
an international telephone call-
back company
Keith Sessler.............. 1992 46
Vice President and Director
Since 1987, Vice President and
Secretary of SSI
Michael Sweedler........ 1984 66
Director
Attorney and partner of Darby &
Darby, a New York law firm, since
prior to 1979
4
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
No person, who, at any time during the year ended December 31, 2001,
was a director, officer or beneficial owner of more than 10 percent of any class
of equity securities of the Company registered pursuant to Section 12 of the
Exchange Act failed to file on a timely basis, as disclosed in the above forms,
reports required by Section 16(a) of the Exchange Act during the year ended
December 31, 2001, or prior years ended December 31. The foregoing is based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company during the year ended December 31, 2001 and certain written
representations.
ADDITIONAL INFORMATION
The Company knows of no arrangement or understanding between any
nominee for director and any other person, pursuant to which he was or is to be
selected as nominee.
Messrs. Karlan, Nisselson and Sessler receive no compensation for
attending directors' meetings. Messrs. Goldstein, Morris, Salzfass and Sweedler
receive $300 for each directors' meeting attended.
The Company does not have standing nominating or compensation
committees of the Board of Directors or other committees performing similar
functions. The Company has designated an Option Committee consisting of Kenneth
Karlan, Peter Nisselson and Keith Sessler pursuant to the 1992 Plan. The Option
Committee selects participants in the Company's 1992 Incentive Stock Option Plan
and determines the amount of awards pursuant to the Plan. The Option Committee
held one meeting in 2001, which all members attended. The Company has also
designated an Audit Committee consisting of Robert Morris and Arthur Salzfass.
The Audit Committee reviews and coordinates the auditing of the Company's
financial statements. The Audit Committee held one meeting in 2001, which all
members attended.
The Board of Directors held three meetings during 2001. Each of the
incumbent directors attended at least 75% of the aggregate of the total number
of meetings of the Board of Directors held during the period for which he was a
Director.
5
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
The following table sets forth all compensation paid by the Company
during the year ended December 31, 2001 to the Chief Executive Officer and the
other executive officers whose total compensation exceeded $100,000.
6
SUMMARY COMPENSATION TABLE
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Annual Compensation
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Name And Principal Other Annual
Position Year Salary($) Bonus($) Compensation ($)(1)
(a) (b) (c) (d) (e)
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Peter M.Nisselson, 2001 46,000 0 0
Chairman 2000 131,000 0 0
and Secretary(2) 1999 82,000 0 0
Kenneth Karlan, 2001 117,000 0 0
President(3) 2000 146,000 0 0
1999 188,000 0 0
Keith Sessler, 2001 92,000 0 0
Vice President 2000 121,000 0 0
1999 140,000 0 0
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(1) None of the named executive officers received perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of his total salary and
bonus.
(2) Mr. Nisselson has been Chairman since May 2, 1999, and Secretary since
prior to 1999. He was President prior to May 2, 1999.
(3) Mr. Karlan has been President since May 2, 1999 and was Vice President from
prior to May 2, 1999.
7
No long term compensation was amended to, earned or paid to any
executive officer in 1999, 2000 or 2001.
No executive officer received or exercised any stock option or stock
appreciation rights in 1999, 2000 or 2001.
The Company knows of no arrangement or understanding between any
executive officer and any other person, pursuant to which he was or is to be
selected as an officer.
8
SECURITY OWNERSHIP OF MANAGEMENT
The following table describes the ownership of all directors and
nominees of Common Shares, each of the named executive officers and the
directors and executive officers of the Company as a group as of March 22, 2002.
REVISE
Amount of
Name of Beneficial % of
BENEFICIAL OWNER OWNERSHIP CLASS
---------------- -------- -----
Peter M. Nisselson 809,352 39.95%
Lawrence J. Goldstein 172,700(1) 8.52%
Kenneth Karlan 272,778 13.46%
Robert Morris 4,500 .22%
Arthur Salzfass 2,000 .10%
Keith Sessler 272,778 13.46%
Michael Sweedler 7,000 .35%
--------- -----
Total of all officers and directors as a
group (7 persons) 1,541,108 76.06%
----------
(1) Includes 77,700 shares owned by Lawrence J. Goldstein directly, and the
following shares, which may be deemed owned beneficially by Lawrence J.
Goldstein: 53,600 shares owned by the L.J. Goldstein & Company,
Incorporated Pension Plan; 5,000 shares owned by the Keogh Plan for
Lawrence J. Goldstein; 36,400 shares owned by the Individual Retirement
Account of Lawrence J. Goldstein.
9
OTHER PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table describes the share ownership of each person known
to the Company, in addition to management, the nominees for directors and
directors and officers as a group, to be a "beneficial owner" (as that term is
defined in the regulations of the Securities and Exchange Commission) of more
than 5% of the Company's Common Shares as of March 22, 2002.
Amount of
Name and Address Beneficial % of
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ---------- -----
Rosalind Davidowitz 113,885 5.62%
7 Sutton Place South
Lawrence, NY 11559
J. Morton Davis 113,885(1) 5.62%
44 Wall Street
New York, NY 10005
----------
(1) Consists entirely of the 113,885 shares listed above as beneficially owned
by Ms. Davidowitz. Such shares may be deemed beneficially owned by Mr.
Davis.
REPORT OF THE AUDIT COMMITTEE
The Committee reviewed and discussed with management the audited
consolidated financial statements for the fiscal year ended December 31, 2001.
The Committee received and reviewed a written communication from the
independent auditors covering the matters required to be discussed by Statement
on Auditing Standards (SAS) No. 90, Audit Committee Communications and SAS No.
61, Communication with Audit Committees, as amended, of the Auditing Standards
Board of American Institute of Certified Public Accountants.
The Committee received and reviewed the written disclosures and the
letter from the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, of the Independence
Standards Board.
Based on the above, the Committee recommends to the Board of Directors
that the audited fiscal year-end financial statements referred to above be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
Submitted by the Audit Committee:
Arthur Salzfass
Robert Morris
10
AUDITORS
DiSanto Bertoline & Company, P.C. ("DiSanto") served as the Company's
independent public accountants for 2001 and have been retained to serve as the
Company's independent public accountants for 2002. Representatives of DiSanto
are not expected to be present at the Annual Meeting of Shareholders.
Arthur Andersen LLP ("Andersen"), which had served as the Company's
independent accountants for prior years, was dismissed by the Company on April
20, 2001. Neither of Andersen's reports on the financial statements of the
Company for the years ended December 31, 2000 and December 31, 1999 contained
any adverse opinion or disclaimer of opinion and neither was qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change accountants was approved by the Audit Committee of the Board of
Directors. Since December 31, 1998, the Company has had no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Andersen, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report. Since December 31, 1998, no event occurred that is required to be
disclosed pursuant to paragraph (a)(1)(iv) of Item 304 of Regulation S-B.
DiSanto was retained by the Company on April 20, 2001 as the Company's new
independent accountants to audit the Company's financial statements. Since
December 31, 1998, the Company did not consult DiSanto regarding any matter
required to be disclosed pursuant to paragraph (a)(2) of Item 304 of Regulation
S-B.
AUDIT FEES
DiSanto billed the Company an aggregate of $38,000 as fees for
professional services rendered for the audit of the Company's annual financial
statement for 2001 and the reviews of the financial statements included in the
Company's quarterly reports on Form 10-QSB for that fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
DiSanto did not perform and did not bill for any financial information
systems design or implementation services for the Company in 2001.
ALL OTHER FEES
DiSanto did not perform and did not bill for any other services for
the Company in 2001.
11
SHAREHOLDERS' PROPOSALS FOR 2003 ANNUAL MEETING
The Company anticipates that the 2003 Annual Meeting of Shareholders
will be held on or about May 6, 2003. All shareholders' proposals to be
considered for inclusion in the Company's Proxy Statement for presentation at
that meeting must be received at the principal executive offices of the Company
no later than the close of business on December 1, 2002.
OTHER MATTERS
The management of the Company knows of no other matters to be
considered at the Annual Meeting. However, if any matter other than those
referred to herein should properly come before the Annual Meeting, the persons
named in the proxy intend to vote such proxy in accordance with their best
judgment.
The Company will provide, without charge, a copy of the Company's Form
10-KSB (without exhibits), to each person to whom a proxy statement is
delivered, upon written or oral request of such person. A copy of the Form will
be sent by first class mail or other equally prompt means within one business
day of receipt of such request. Any person desiring a copy of the Form 10-KSB
should contact the Company's Corporate Secretary at Star Struck, Ltd., 1865
Palmer Avenue, Larchmont, New York 10538 (telephone: (914) 833-0649).
By order of the Board of Directors
Peter Nisselson, Secretary
Larchmont, New York
March 29, 2002
12
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PROXY - STAR STRUCK, LTD.
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8 F.J. CLARK CIRCLE, BETHEL, CT 06801
ANNUAL MEETING OF SHAREHOLDERS -- May 7, 2002
This proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Peter Nisselson, and Lawrence J. Goldstein and
each of them, as proxies, with power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of Star Struck, Ltd. on May 7,
2002 or any adjournment thereof, and to vote all of the shares of common stock
which the undersigned would be entitled to vote at said meeting if then
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES NAME IN PROPOSAL 1.
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
000000 0000000000 0 0000
STAR STRUCK, LTD.
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
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MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2 Holder Account Number
ADD 3
ADD 4 C 1234567890 J N T
ADD 5
ADD 6
Use a BLACK pen. Print in
CAPITAL letters inside the grey
areas as shown in this example. [A] [B] [C] [1] [2] [3] [X]
[ ] Mark this box with an X if you have made
changes to your name or address above.
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Annual Meeting Proxy Card
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/A/ Election of Directors
The Board of Directors recommends a vote FOR the listed nominees.
FOR WITHHOLD
01 - Peter Nisselson [_] [_]
02 - Lawrence J. Goldstein [_] [_]
03 - Kenneth Karlan [_] [_]
04 - Robert Morris [_] [_]
05 - Arthur Salzlass [_] [_]
06 - Keith Sessler [_] [_]
07 - Michael Sweedler [_] [_]
In their discretion, the persons hereby
appointed as proxies are authorized to
vote upon such other business as may
properly come before the meeting and, in
the event any of the foregoing nominees
is unable to serve or for good cause
will not serve, for a substitute nominee
designated by the Board of Directors.
/B/ AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign as your name appears hereon. If stock is held jointly, each joint
owner should sign. Executors, administrators and trustees should give full
title. Corporate signature should be by duly authorized officers.
Signature 1 Signature 2 Date (dd/mm/yyyy)
________________________ ________________________ [ ][ ]/[ ][ ]/[ ][ ][ ][ ]
/ / A656 1 U P X +