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SCHEDULE 14A INFORMATION
(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
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))
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
DREAMLIFE, INC.
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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)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
N.A.
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(2) Aggregate number of securities to which transaction
applies:
N.A.
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(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):
N.A.
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(4) Proposed maximum aggregate value of transaction:
N.A.
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(5) Total fee paid:
N.A.
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/ / Fee paid previously with preliminary materials.
N.A.
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/ / 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:
N.A.
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(2) Form, Schedule or Registration Statement No.:
N.A.
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(3) Filing Party:
N.A.
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(4) Date Filed:
N.A.
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dreamlife, inc.
888 SEVENTH AVENUE
13TH FLOOR
NEW YORK, NEW YORK 10106
TELEPHONE (212) 887-6869, FACSIMILE (212) 554-9873
December 19, 2001
To Our Stockholders:
By Notice dated November 26, 2001 and accompanying Proxy Statement you
were informed of a Special Meeting of Stockholders of our corporation to be held
on December 19, 2001. The purpose of the Special Meeting was to change our
corporate name from dreamlife, inc. to Eos Holdings, Inc.
This is to inform you that the Special Meeting has been adjourned to
December 31, 2001 because we were informed that the name Eos Holdings, Inc. is
not available in the State of Delaware.
In September 2001, we requested our counsel, Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, to ascertain the availability of the name Eos Holdings,
Inc. along with several other potential new names for the corporation. Our
counsel employed the services of CSC / The United States Corporation Company
("CSC"), a national corporate service firm, to check the availability of the
proposed names with the office of the Delaware Secretary of State. Our counsel
received written confirmation from CSC that the name Eos Holdings, Inc. was
available.
On October 22, 2001 we instructed our counsel to reserve the name Eos
Holdings, Inc. and to commence the process of holding the Special Meeting.
Counsel again received written confirmation from CSC that the name Eos Holdings,
Inc. was reserved for a period of 30 days. Counsel subsequently requested and
received confirmation from CSC that the reservation was extended on November 16,
2001. When counsel requested CSC to renew the reservation a second time, counsel
was informed by CSC that the name Eos Holdings, Inc. was not available in
Delaware due to a conflict with the name Eos Holdings, LLC, another existing
Delaware entity.
CSC further informed our counsel that while it had confirmed the
availability and reservation of the name Eos Holdings, Inc. on three prior
occasions, these confirmations were based upon erroneous communications with the
Delaware Secretary of State on all of such occasions.
While CSC has admitted that it is fully responsible for these errors,
it is nonetheless embarrassing for us to have to report this information to
you.
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Today, we adjourned the Special Meeting until December 31, 2001 at
10:00 a.m. Eastern Standard Time at the offices of Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, 125 West 55th Street, 11th Floor, New York, New York
10019. Our Board of Directors has approved the new name "Eos International,
Inc.", which has been reserved in Delaware, in lieu of "Eos Holdings, Inc."
The Board of Directors recommends that when the Special Meeting
reconvenes, our stockholders vote to APPROVE OUR CHANGE of name to Eos
International, Inc. The only amendment to the Charter will be to change the
corporate name. After an amendment to the Charter is effective, Article FIRST of
the Charter will read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is Eos International, Inc."
The October 24, 2001 record date has not changed and only stockholders
of record as of that date will be entitled to vote at the Special Meeting.
A new proxy card is enclosed IF YOU PREVIOUSLY SUBMITTED A PROXY CARD
SUCH CARD WILL NOT BE USED WHEN THE MEETING RESUMES ON DECEMBER 31, 2001.
If a proxy is properly signed by a stockholder and is not revoked,
the shares represented thereby will be voted when the Special Meeting resumes
in the manner specified on the proxy, or if no manner is specified with
respect to any matter therein, such shares will be voted by the persons
designated therein (a) "FOR" the change of the Corporation's name from
"dreamlife, inc." to "Eos International, Inc."; and (b) in connection with
the transaction of such other business as may PROPERLY be brought before the
meeting, in accordance with the judgment of the person or persons voting the
proxy.
VOTES WILL NOT BE considered cast, however, if the shares are not voted
for any reason, including an abstention indicated as such on a written proxy or
ballot.
The proxy may be revoked by the stockholder at any time prior to the
voting thereof by giving notice of revocation in writing to the Secretary of
the Corporation, by duly executing and delivering to the Secretary of the
Corporation a proxy bearing a later date or by voting in person when the
Special Meeting resumes.
STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO
COMPLETE, SIGN AND DATE THE ENCLOSED REPLACEMENT PROXY CARD AND RETURN IT
PROMPTLY BY MAIL IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
Sincerely,
James M. Cascino
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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dreamlife, inc.
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement, and does hereby appoint James M. Cascino
and Peter A. Lund, and each of them, or such person or persons as they or any
of them may substitute and appoint as proxy or proxies of the undersigned, to
represent the undersigned and to vote all shares of dreamlife, inc. Common
Stock which the undersigned would be entitled to vote if personally present
at the Special Meeting of Shareholders of dreamlife, inc. to be held on
Monday, December 31, 2001 at 10:00 a.m. (adjourned from December 19, 2001)
and at all further adjournments of such meeting.
THE PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, PROXIES WILL
BE VOTED FOR PROPOSALS 1 AND 2.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF SHAREHOLDERS
dreamlife, inc.
DECEMBER 31, 2001
(Adjourned from December 19, 2001)
* Please Detach and Mail In the Envelope Provded *
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PLEASE MARK YOUR
A /X/ VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
Proposal 1. FOR AGAINST ABSTAIN
To approve the change of the corporation's / / / / / /
name from "dreamlife, inc." to "Eos
International, Inc."
Proposal 2.
In their discretion, upon any other business that may properly come
before the meeting or any adjournment thereof.
PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature(s)______________________ _____________________ Dated:__________, 2001
NOTE: Please sign exactly as your name appears hereon. When shares are held
by joint tenants, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If as a
corporation, please sign in corporate name by president or other authorized
officer. If as a partnership, please sign in partnership name by authorized
person.
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