UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Irvine Pacific Corporation
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(Exact name of registrant as
specified in its corporate charter)
000-50159
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Commission File No.
Colorado 84-1424696
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3851 SOUTH EAGLE POINT DR., SALT LAKE CITY, UT 84109
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(Address of principal executive offices)
801-582-7747
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(Issuer's Telephone Number)
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION BY IRVINE PACIFIC
CORPORATION'S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
GENERAL
This Information Statement is being delivered on or about August 1, 2003
to the holders of shares of common stock, par value $0.001 (the "Common
Stock") of Irvine Pacific Corporation ("Irvine Pacific"). You are receiving
this Information Statement in connection with the proposed appointment of new
members to Irvine Pacific's Board of Directors (the "Board") and the proposed
Agreement and Plan of Merger (the "Merger") between Hollywood Previews, Inc.,
a California corporation ("Hollywood Previews"), and Irvine Pacific.
Pursuant to the Agreement and Plan of Merger, Irvine Pacific will
exchange with the shareholders of Hollywood Previews newly issued shares of
its common voting stock for all of the outstanding securities of Hollywood
Previews. At the closing of the Merger, Hollywood Previews will become a
wholly owned subsidiary of Irvine Pacific and Irvine Pacific will continue the
business of Hollywood Previews. The Agreement and Plan of Merger also
contemplates, as a precondition to the Merger, a prior merger between IPC
Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of
Irvine Pacific, and Hollywood Previews, with Hollywood Previews being the
surviving corporation. The contemplated transactions shall constitute a
reverse triangular merger.
The Boards of Directors and a majority of the Shareholders of each of the
entities have approved the proposed Merger. Specifically, shareholders
representing at least a majority of the 11,527,546 outstanding shares of
Irvine Pacific have consented in writing to the proposed Merger, which consent
is sufficient under Colorado Law and Irvine Pacific's Bylaws to approve the
Merger. Accordingly, approval of the Merger will not be submitted to the
shareholders of Irvine Pacific for a vote, and this Notice of Shareholder
Action is being furnished to Shareholders to provide them with certain
information concerning the Merger.
Set forth below are the general terms and conditions of the Merger.
. At the closing, Irvine Pacific will issue to the shareholders of
Hollywood Previews 55,494,571 shares of common shares representing
97% of the capital stock of Irvine Pacific on a fully diluted basis
after giving effect to the Merger and the cancellation of 11,000,000
shares of common stock of Irvine Pacific presently outstanding, in
exchange for all of the issued and outstanding shares of Hollywood
Previews.
. The shareholders of Irvine will retain the remaining 3% of the Post
Closing Capitalization.
. The current members of Hollywood Preview's board of directors,
Messrs. David MacEachern, Scott Kapp and Franklin Unruh will be
appointed to the board of directors of Irvine Pacific
The Merger will become effective upon the filing of a Certificate of
Merger with the Secretary of State of the State of California, which is
expected to occur on or about August 12, 2003.
In connection with the Merger, David G. MacEachern will be appointed
Chairman of the Board and Chief Executive Officer; Scott Kapp will be
appointed as President and a Director; and Franklin Unruh will be appointed as
Chief Financial Officer and Director of Irvine Pacific. Because of the change
in ownership and the composition of the board upon completion of the Merger
there will be a change in control of Irvine Pacific.
Please read this Information Statement carefully. It describes the terms
of the Merger and its effect on Irvine Pacific and contains biographical and
other information concerning the executive officers and directors after the
acquisition. Additional information about the Merger will be contained in
Irvine Pacific's Current Report on Form 8-K ("Form 8-K") to be filed following
the filing of this Form 14F-1. All Irvine Pacific filings, and exhibits
thereto, may be inspected without charge at the public reference section of
the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of this material also may be obtained from the SEC at prescribed rates.
The SEC also maintains a website that contains reports, proxy and information
statements and other information regarding public companies that file reports
with the SEC. Copies of Irvine Pacific filings may be obtained from the SEC's
website at http://www.sec.gov.
BUSINESS OF HOLLYWOOD PREVIEWS
Hollywood Previews intends to become the worlds leading i-publisher of
interactive entertainment i-magazines. i-publishing or interactive publishing,
is interactive-digital-multi-media-publishing on employing CD-ROM, DVD, the
Internet and interactive television. i-publishing using CD or DVDs has ad
and content capacity equivalent to 4,000 color pages of a traditional
published magazine.
Hollywood Previews, Inc. is currently publishing Hollywood Previews(TM),
a CD-ROM Entertainment Magazine. This quarterly publication features
full-length movie previews, celebrity interviews, movie soundtracks and other
behind-the-scenes video and content. Hollywood Previews magazine has been
distributed at national movie theater box offices, inserted into leading
magazines such as "The New Yorker" and soon in major metropolitan newspapers
such as the "Chicago Tribune", "New York Daily News" and "Los Angeles Times".
Hollywood Previews is also beginning production on Las Vegas Previews
Magazine(TM), a fully-interactive digital magazine featuring major Las Vegas
events and attractions. Las Vegas Previews Magazine(TM) intends to be the
first of many "destination magazines" published by Hollywood Previews designed
to promote hotels, shows, concerts and attractions in various U.S. cities. In
addition, Hollywood Previews produces "special edition" custom video-disks for
clients such as the Los Angeles Dodgers(TM), Johnny Walker Scotch(TM), Toyota
Motors USA, Crunch Fitness(TM), Sony(TM) and others.
Revenues are generated on a per disc basis via a traditional magazine
model. Additional revenues will also be produced from the foreign licensing
of Hollywood Previews(TM), to international distributors, from special edition
sponsorships, and from placement fees from studios, independent film makers
and record companies.
Growth and Profitability: The U.S. publishing industry produces over $623
billion in annual revenues. Despite this tremendous market, traditional print
media has suffered from flat-line growth and a saturated market. This is due
in part to more consumers looking to computers and the internet for their
news, information and entertainment. Publishers see digital media like
Hollywood Previews(TM) Magazine as a welcome enhancement to their printed
newspapers, magazines and periodicals. Using only U.S. newspapers, Hollywood
Previews has distribution access for up to 55 million disks per week of its
various publications.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of July 31, 2003,
regarding beneficial ownership of Common Stock by (i) each person known by
Irvine Pacific to be the beneficial owner of more than 5% of the outstanding
shares of its common stock, (ii) each current director, nominee and executive
director of Irvine Pacific, (iii) all current officers and directors as a
group, and (iv) all proposed directors and officers of Irvine Pacific after
giving effect to the acquisition. The information is determined in accordance
with Rule 13d-3 promulgated under the Exchange Act based upon information
furnished by the persons listed or contained in filings made by them with the
SEC. Except as otherwise indicated below, the shareholders listed possess sole
voting and investment power with respect to their shares.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
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Name and Address of Number of Shares of
Beneficial Owners(1) Common Stock (1) % of Class(1)
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Kanona Moeai, Jr. 10,000,000 86.7%
851 South Eagle Point Dr
Salt Lake City, Utah 84109
Ed Johnson 600,000 5.2%
2354 E. 6895 So. #3
Salt Lake City, Utah 84121
(1) In addition, Sussex Financial Group, Ltd. could be considered a 5%
beneficial owner since the $29,988 due and payable under a note is in default.
Sussex financial Group can, with 30 days written notice, convert the principle
into 1,500,000 shares of our common stock which would equal 11.5% of our then
issued and outstanding shares. Sussex's address is 5637 East Pioneer Fork Dr.,
Salt Lake City, Utah 84108. Sussex Financial Group is not under the control of
management or any affiliate.
CURRENT MANAGEMENT
Common Stock Beneficially Owned
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Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
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Kanona Moeai, Jr. 10,000,000 86.7%
3851 South Eagle Point Dr.
Salt Lake City, Utah 84109
President, Director, CEO, CFO
PROPOSED MANAGEMENT
Common Stock Beneficially To Be Owned
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Name and Address of Number of Shares of
Beneficial Owners Common Stock % of Class
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David G. MacEachern 12,090,938 20.95%
CEO, Director
929 Idaho Avenue
Santa Monica, CA 90403
Scott Kapp
President, Director 12,090,938 20.95%
13911 Old Harbor Lane #310
Marina Del Rey, CA 90292
Franklin Unruh 12,090,938 20.95%
CFO, Director
9994 Reevesbury Drive
Beverly Hills, CA 90210
DIRECTORS AND EXECUTIVE OFFICERS
Upon the closing of the Merger, the current director of Irvine Pacific,
will be replaced by David G. MacEachern, Scott Kapp, and Franklin H. Unruh.
The following sets forth information regarding Irvine Pacific's proposed
executive officer and directors.
Mr. David G. MacEachern, Chairman of the Board and Chief Executive Officer,
Age 48
Mr. MacEachern has been in the entertainment and advertising business for
over 28 years. As an entrepreneur, he has extensive executive level
experience as a founder and CEO of several successful businesses. His
experience includes developing, and managing companies in as diverse fields as
marketing, advertising, graphic arts, cosmetics and business development.
In 1984, Mr. MacEachern co-founded the David-Scott Advertising; a Los
Angeles based ad agency providing advertising and promotion for local,
regional and national accounts.
While continuing to run David-Scott Advertising, Mr. MacEachern
co-founded and was CEO of Professional Make-up, a cosmetic manufacture with
over $30 million in domestic and international sales. Mr. MacEachern was
instrumental in acquiring distribution rights for Wal-Mart, K-Mart and Target
stores. At Professional Make-Up, his primary responsibilities were developing
marketing strategies, new product development and product promotion.
In 1998 Mr. MacEachern co-founded the Modern Company LLC, a digital
multi-media production house specializing in the application of digital
imaging to the consumer products market. The Modern Company's core
competencies include developing interactive websites, graphic arts and CD-ROM
design.
Mr. Scott Kapp, Director and President, Age 43
Mr. Kapp has had a long, profitable relationship with Mr. MacEachern
extending back to 1984. A graduate of USC, co-founder and President of
David-Scott Advertising, Mr. Kapp was responsible for negotiating and securing
many of the agency's top clients. His advertising campaign for Ogee hair
products won a Starch Award.
Mr. Kapp also co-founded Professional Make-up. In addition to his role
as President, Mr. Kapp was responsible for the development of ancillary
products, new markets and business development. While at Professional Make-Up,
Mr. Kapp built-out and managed a sales force of 250 independent sales reps and
secured 10 major distributors worldwide.
In 1998 Mr. Kapp along with Mr. MacEachern co-founded the Modern Company
LLC, a digital multi-media production company.
Mr. Franklin H. Unruh, Director and Chief Financial Officer, Age 64
Mr. Unruh has over 37 years of significant experience in both accounting
and financial consulting. His financial experience comprises an array of
conglomerate corporations ranging from entertainment, film and music
production to food processing and automobile distribution in 4 countries,
South Africa, United Kingdom, Israel and the USA.
From 1980-1986 Mr. Unruh served as Director of Participation's at 20th
Century Fox Films. His duties included managing profit participation's on such
award nominated films as the Star Wars Trilogy and other 20th Century Fox
motion pictures and television programming.
Warner Communications Inc. appointed Mr. Unruh as an International
Internal Auditor and later promoting Mr. Unruh to Controller of Warner Bros.
Music Publishing, the second largest music publishing company in the world.
In 1978, A&M Music Publishing recruited Mr. Unruh to serve as Controller
of A&M Music Publishing and later promoted him to Managing Director of ALMO
Publications, A&M Publishing's printed music division.
Mr. Unruh acts as a financial consultant specializing in participations,
residuals and international tax advantage investments for motion picture
clients such as Cinergi, Hemdale Distributing and Streamline Pictures. He
also oversees music production and artist management for his company Hanging
Rock Studios.
EXECUTIVE COMPENSATION
Irvine Pacific had no compensation paid to officers or directors in 2002
or 2003 to date.
BOARD OF DIRECTORS
Each director holds office until the next annual meeting of shareholders,
and until his successor is elected and qualified. The bylaws permit the Board
of Directors to fill any vacancy and the new director may serve until the next
annual meeting of shareholders and until his successor is elected and
qualified. Officers are elected by the Board of Directors and their terms of
office are at the discretion of the Board. There are no family relations among
any current or proposed officers or directors of Irvine Pacific
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires Irvine Pacific's
executive officers, directors and persons who beneficially own more than 10%
of Irvine Pacific's common stock to file reports of their beneficial ownership
and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with
the SEC. Executive officers, directors, and greater-than-ten percent holders
are required to furnish Irvine Pacific with copies of all Section 16(a) forms
they file. Based solely on a review of the Forms 3 and 4 and amendments
thereto, Irvine Pacific is unaware of any delinquent filings.
DATED: July 31, 2003
Irvine Pacific Corporation
/s/ Kanona Moeai, Jr.
President, Director, CEO, CFO