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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of AUGUST , 2002.
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VHQ ENTERTAINMENT INC.
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(Translation of registrant's name into English)
6201 - 46th Avenue, Red Deer, Alberta Canada T4N 6Z1
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): _______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
<page>
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
VHQ ENTERTAINMENT INC.
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(Registrant)
Date December 2, 2002 By /s/ TREVOR M. HILLMAN
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(Signature)1
Trevor M. Hillman
Chief Executive Officer
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1 Print the name and title of the signing officer under his signature.
[VHQ WHERE ENTERTAINMENT BEGINS!(TM) logo]
VHQ ENTERTAINMENT INC. FILES FINAL PROSPECTUS
PROCEEDS TO BE USED FOR CONTINUED GROWTH AND EXPANSION
Calgary, AB/ August 26, 2002/ BCE Emergis/ VHQ Entertainment Inc. (TSX: VHQ)
announces that it has filed a final prospectus for a proposed financing of up to
$5,000,000. VHQ is offering through its agents, Desjardins Securities Inc. (as
Lead Agent) and First Associates Investments Inc. (as Co- Lead Agent), a maximum
of $5,000,000 worth of Units and a minimum of $2,000,000 worth of Unist of VHQ.
Each Unit consists of 1 common share and 1 common share purchase warrant
entitling the holder of that Warrant to purchase 1 common share up to two years
following the closing date at an exercise price of $1.00 per common share during
the first year and $1.25 per common share during the second year. The Units are
being offered at a purchase price of $0.80 per Unit.
VHQ's common shares are traded on The Toronto Stock Exchange ("TSX") under the
symbol "VHQ". The closing sale price of VHQ's common shares on the TSX on August
23, 2002 was $0.79. There is currently no market through which the Units or the
Warrants may be sold and purchasers may not be able to sell the Units and/or the
Warrants. The TSX has conditionally approved of the listing of the Units and the
Warrants. Listing of the Units and the Warrants is subject to VHQ fulfilling all
of the requirements of TSX on or before November 26, 2002 including distribution
to a minimum number of holders of Units and Warrants, respectively.
The offering is not underwritten and is subject to receipt by VHQ, through its
Agents, of a minimum subscription of $2,000,000 which must be raised within 90
days of the issuance of a receipt from the securities commissions in British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec for the final
prospectus, or such other time as may be authorized by the securities
commissions in those jurisdictions and agreed to by the Agents. Closing of the
offering is expected to occur on or about September 19, 2002, or such later date
or dates as VHQ and the Agents may agree, but in any event no later than
November 25, 2002.
"The proceeds of this offering will allow us to continue our aggressive
expansion strategy to bring our full-line entertainment stores to underserved
communities across Canada," said Trevor Hillman, Chairman and CEO of VHQ
Entertainment.
VHQ intends to use the proceeds from this offering to open new stores or acquire
additional stores, purchase additional inventory for resale, reduce outstanding
short-term debt and complete the implementation of a new point-of-sale software
system.
VHQ Entertainment Inc. is a rapidly growing video and home entertainment
retailer that operates a chain of 49 wholly owned urban and rural retail stores,
each offering a large selection of diverse home entertainment products,
including movies, music, games . . . and more. VHQ's corporate website is
located at WWW.VHQ.CA and the company's filings can be viewed at
HTTP://WWW.SEDAR.COM. The common shares of VHQ are listed and posted for trading
on the Toronto Stock Exchange under the trading symbol "VHQ".
FOR FURTHER INFORMATION PLEASE CONTACT
GREGG C. JOHNSON - PRESIDENT DERREK WONG, CHIEF FINANCIAL OFFICER
Telephone: (403) 340-2750 Telephone: (403) 340-2750
Fax: (403) 309-5511 Fax: (403) 309-5511
E-mail: GREGGJ@VHQ.CA -mail: DRWONG@VHQ.CA
THE TORONTO STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED THE
INFORMATION CONTAINED HEREIN.