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 Rule 14a-11(c) or Rule 14a-12
Orange Productions, 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 Registrant
[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:
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(2) Aggregate number of securities to which transaction applies:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No:
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(3) Filing party:
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(4) Date Filed:
ORANGE PRODUCTIONS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on September 14, 2000
To the Stockholders of Orange Productions, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Orange
Productions, Inc., a Florida corporation (the "Company"), will be held on
September 14, 2000 at the law offices of Orange Productions, Inc., located at
265 Sunrise Avenue, Suite 204, Florida 33480 at 10:00 AM for the following
purposes:
1. To elect one (1) member to the Board of Directors to serve for a term of
one (1) year and until their successors are duly elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of Durland &
Company CPA's, P.A. as the Company's independent public accountants for the
fiscal years ending February 29, 2000 and February 28, 2001.
3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on August 15, 2000
as the record date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and at any adjournments thereof. A list of
such Stockholders will be available for inspection at the above address during
ordinary business hours for the ten-day period prior to the Annual Meeting.
All Stockholders are cordially invited to attend the Annual Meeting.
However, to ensure your representation, you are requested to complete, sign,
date and return the enclosed proxy as soon as possible in accordance with the
instructions on the proxy card. A return addressed envelope is enclosed for your
convenience.
BY ORDER OF THE BOARD OF DIRECTORS
Sam Peroulas
Corporate Secretary
West Palm Beach, Florida
August 15, 2000
ORANGE PRODUCTIONS, INC.
222 LAKEVIEW AVENUE, SUITE 113
WEST PALM BEACH, FL 33401
August 15, 2000
Dear Stockholder,
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Orange Productions, Inc. (the "Company") to be held at the law
offices of Orange Productions, Inc. on September 14, 2000 at 10:00 AM, located
at 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480.
At the Annual Meeting, one (1) person will be elected to the Board of
Directors. The Board of Directors recommends the election of the nominee named
in the Proxy Statement. In addition, the Company will ask the Stockholders to
ratify the selection of Durland & Company, CPA's, P.A. as the Company's
independent public accountants.
Whether you plan to attend the Annual Meeting or not, it is important
that you promptly complete, sign, date and return the enclosed proxy card. This
will ensure your proper representation at the Annual Meeting.
Sincerely,
Sam Peroulas
Chief Executive Officer
YOUR VOTE IS IMPORTANT
PLEASE REMEMBER PROMPTLY TO RETURN YOUR PROXY
ORANGE PRODUCTIONS, INC.
222 LAKEVIEW AVENUE, SUITE 113
WEST PALM BEACH, FL 33401
(561) 832-5696
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Orange Productions, Inc. (the "Company" or "OPI"),
a Florida corporation, of proxies, in the accompanying form, to be used at the
Annual Meeting of Stockholders to be held at the offices of its Counsel, located
at 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480 on September 14, 2000, at
10:00 AM, and any adjournments thereof (the "Meeting").
Where the Stockholder specifies a choice on the proxy as to how his or
her shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted (1) FOR the
election of the one (1) nominee for Director named herein, (2) FOR the
ratification of the appointment of Durland & Company, CPA's, P.A. as the
Company's independent public accountants for the fiscal years ending February
29, 2000 and February 28, 2001.
You can revoke your proxy at any time before the voting at the Meeting
by sending a properly signed written notice of your revocation to the Corporate
Secretary of the Company, by submitting another proxy that is properly signed
and bears a later date or by voting in person at the Meeting. Attendance at the
Meeting will not itself revoke an earlier submitted proxy. You should direct any
written notices of revocation and related correspondence to: Orange Productions,
Inc., 222 Lakeview Avenue, Suite 113, West Palm Beach, FL 33401, Attention:
Corporate Secretary.
Shares represented by valid proxies in the form enclosed, received in
time for use at the Meeting and not revoked at or prior to the Meeting, will be
voted at the Meeting. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of the Company's common stock, par value
$0.0001 per share ("Common Stock"), is necessary to constitute a quorum at the
Meeting. With respect to the tabulation of proxies for purposes of constituting
a quorum, abstentions are treated as present.
The close of business on August 15, 2000 has been fixed as the record
date for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of that date, the Company had 2,054,000 shares of Common Stock
outstanding and entitled to vote. Holders of Common Stock are entitled to one
vote per share on all matters to be voted on by Stockholders. This Proxy
Statement and the accompanying proxy are being mailed on or about August 15,
2000 to all Stockholders entitled to notice of and to vote at the Meeting.
1
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail may be supplemented by telephone, telegram, telex, and other electronic
means, and personal solicitation by the Directors, officers or employees of the
Company. No additional compensation will be paid to Directors, officers or
employees for such solicitation.
The Form 10KSB for the fiscal year ended February 29, 2000 and the Form
10QSB for the period ended May 31, 2000, is being mailed to the Stockholders
with this Proxy Statement, but does not constitute a part hereof.
SHARE OWNERSHIP
The following table sets forth certain information as of May 31, 2000
(which remains current as of the date of this mailing), concerning the ownership
of Common Stock by (i) each current member of the Board of Directors of the
Company, (ii) each nominee of the Board of Directors of the Company, (iii) each
executive officer of the Company named in the Summary Compensation Table
appearing under "Executive Compensation," below and (iv) all current Directors,
the nominee and executive officers of the Company as a group. No Stockholder of
the Company except as set forth is known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock.
Shares Beneficially Owned (1)
Name and Address Type of Security Number of Shares Percentage
Current and Nominee Directors:
- ---------------------------------- --------------- --------------- ----------
Sam Peroulas Common 1,650,500 80.35%
Mintmire & Associates (2) Common 114,500 5.6%
All Executive Officers and Directors
as a Group (one (1) person) 1,650,500 80.35%
(1) The percentages are based upon shares of Common Stock outstanding. No
warrants or options are outstanding.
(2) Counsel to the Company indirectly owes 114,500 shares of the Company through
100% sole ownership of the Common Stock of another Company that ha invested in
the Company.
MANAGEMENT
Directors
The Company's Bylaws provide for a Board of Directors, the number of which
may be set from time to time by resolution. The Board of Directors currently
consists of one (1), which is standing for re- election. For information on the
Directors being nominated for election, see "Election of Directors (Item 1)."
2
The names of the Company's Directors and certain information about them are
set forth below:
Name and Address (1) Age Position with the Company
- -------------------- ----- ---------------------------------
Sam Peroulas 34 President, Secretary, Chief Executive
Officer & Director
Sam Peroulas has served as the sole Executive of the Company since its inception
in May 1998. He attended Emory University from 1987 to 1991 where he received a
Bachelor of Science degree in Biology and Philosophy as well as a minor in
graphic arts design. Mr. Peroulas subsequently attended Georgia State University
from 1993 to 1997 where he received a Masters of Science degree in Microbiology.
Since 1997, Mr. Peroulas has been a Certified Microbiologist by the American
Academy of Microbiology. From 1991 to present (either full time or part time
depending on school demands) Mr. Peroulas has consulted and free-lanced as a
graphic artist and as a microbiologist. He has two (2) years experience in
computer graphic modeling for biological application and brings key graphic art
skills to the Company. His work as a graphic artist and specifically his work as
a graphic arts microbiologist (a person who designs graphic arts relating to
microbiology) is expected to attract both commercial and individual consumers in
the field of microbiology and other areas.
Committees of the Board and Meetings
During the fiscal year ended February 29, 2000, there were two (2) meetings
of the Board of Directors. In addition, the Board of Directors acted at various
times by unanimous written consent pursuant to Florida law.
Compensation of Directors
The Company's policy is not to pay cash compensation to members of the
Board for serving as a Director or for their attendance at Board meetings or
Committee meetings.
Executive Officers
The sole officer of the Company is also the sole Director.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table sets forth summary information as
to compensation received by the Company's sole officer through May 31, 2000 for
services rendered to the Company in all capacities during the two fiscal years
ended February 28, 1999 and February 29, 2000.
3
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------ -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted Securities All Other
Name and Annual Stock Underlying Compen-
Principal Year Salary Bonus Compen- Award(s) Options/ LTIP sation ($)
Position ($) ($) sation ($) ($) SARs (f) Pay-outs (1)
- -------- ---- ------- ------- ---------- --------- --------- --------- ---------
Sam 2000 -0- -0- -0- 1,650,000 -0- -0- -0-
Peroulas
Option and Warrant Grants in Last Fiscal Year. None.
Employment Contracts. None.
Market Information
The Common Stock of the Company is not quoted on the OTC Bulletin Board
and a public market is not available at this time.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors and officers, and persons who
own more than ten percent (10%) of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Directors, officers and greater than
ten percent (10%) holders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of the
above-mentioned reports furnished to the Company and written representations
regarding all reportable transactions, all Section 16(a) filing requirements
applicable to its Directors and officers and greater than ten percent (10%)
beneficial owners are complied with. The Company became a reporting company
subject to Section 16(a) on August 22, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no transactions between the Company and any of its officers,
directors, principal shareholders, employees or consultants which have not been
reported in the Company's filings with the Securities and Exchange Commission.
ELECTION OF DIRECTORS
(Item 1)
The Company's Bylaws provide for a Board of Directors, the number of
which may be set from time to time by resolution. The Board of Directors
currently consists of one (1), of which is standing for re-election.
Background information appears below for the nominee for election as
Director. Although the Company does not anticipate that any of the persons named
below will be unwilling or unable to stand for
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election, in the event of such an occurrence, proxies may be voted for a
substitute designated by the Board of Directors.
Name Age Business Experience
- ------- ----- -------------------------
Sam Peroulas 34 Sam Peroulas has served as the sole Executive of the Company
Company since its inception in May 1998. He attended Emory
University from 1987 to 1991 where he received a Bachelor of
Science degree in Biology and Philosophy as well as a minor
in graphic arts design. Mr. Peroulas subsequently attended
Georgia State University from 1993 to 1997 where he received
a Masters of Science degree in Microbiology. Since 1997, Mr.
Peroulas has been a Certified Microbiologist by the American
Academy of Microbiology. From 1991 to present (either full
time or part time depending on school demands) Mr. Peroulas
has consulted and free-lanced as a graphic artist and as a
microbiologist. He has two (2) years experience in computer
graphic modeling for biological application and brings key
graphic art skills to the Company. His work as a graphic
artist and specifically his work as a graphic arts
microbiologist (a person who designs graphic arts relating
to microbiology) is expected to attract both commercial and
individual consumers in the field of microbiology and other
areas.
Vote
A majority of the votes cast at the Meeting is required to elect the
nominee as a Director. Unless authority to vote for the nominee named above is
withheld, the shares represented by the enclosed proxy will be voted FOR the
election as Director of such nominee.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF EACH OF THE ABOVE
NAMED INDIVIDUALS AS DIRECTORS AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED
IN FAVOR OF SUCH ELECTIONS.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2)
The Board of Directors has appointed Durland & Company CPA's, P.A.,
independent public accountants, to audit the financial statements of the Company
for the fiscal years ending February 29, 2000 and February 28, 2001. The Board
proposes that the Stockholders ratify this appointment. Durland & Company CPA's,
P.A. has audited the Company's financial statements since 1998. The Company
expects that representatives of Durland & Company CPA's, P.A. will be present at
the Meeting, with the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
In the event that ratification of the appointment of Durland & Company
CPA's, P.A. as the independent public accountants for the Company is not
obtained at the Meeting, the Board of Directors will reconsider its appointment.
5
Ratification
The affirmative vote of a majority of the votes cast at the
Meeting is required to ratify the appointment of the independent public
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF
THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS, AND PROXIES SOLICITED BY THE
BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented to the Meeting. If any other business is properly brought before the
Meeting, it is intended that proxies in the enclosed form will be voted in
respect thereof in accordance with the judgment of the persons voting the
proxies.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement
relating to the 2001 Annual Meeting of Stockholders, Stockholder proposals must
be received no later than June 1, 2001. To be considered for presentation at the
Annual Meeting, although not included in the proxy statement, proposals must be
received no later than June 1, 2001, nor earlier than May 1, 2001. All
Stockholder proposals should be marked for the attention of Corporate Secretary,
Orange Productions, Inc., 222 Lakeview Avenue, Suite 113, West Palm Beach, FL
33401
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED
TO FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.
By order of the Board of Directors:
Sam Peroulas
Corporate Secretary
West Palm Beach, Florida
August 15, 2000
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ORANGE PRODUCTIONS, INC.
THIS PROXY IS BEING SOLICITED BY ORANGE PRODUCTIONS, INC.'S
BOARD OF DIRECTORS
The undersigned, revoking previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated August 15,
2000 in connection with the Annual Meeting to be held at the laws officers of
Orange Productions, Inc. on September 14, 2000 at 10:00 AM, located at 265
Sunrise Avenue, Suite 204, Palm Beach, FL 33480 and hereby appoints Sam Peroulas
(with full power to act alone), the attorney and proxy of the undersigned, with
power of substitution to each, to vote all shares of the Common Stock of Orange
Productions, Inc. registered in the name provided herein which the undersigned
is entitled to vote at the 2000 Annual Meeting of Stockholders, and at any
adjournment or adjournments thereof, with all the powers the undersigned would
have if personally present. Without limiting the general authorization hereby
given, said proxies are, and each of them is, instructed to vote or act as
follows on the proposals set forth in said Proxy.
This Proxy when executed will be voted in the manner directed herein.
If no direction is made this Proxy will be voted FOR each of the proposals set
forth on the reverse side. With respect to the tabulation of proxies for
purposes of the proposal to amend the Company's Articles of Incorporation to
increase the authorized number of shares, abstentions and broker non-votes are
treated as votes against the proposal.
In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments thereof.
SEE REVERSE SIDE FOR ALL OF THE PROPOSALS. If you wish to vote in
accordance with the Board of Directors' recommendations, just sign on the
reverse side. You need not mark any boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE SIDE]
[x] Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR Proposals 1-2.
1. Election of One (1)Director (or if any nominee is not available for
election, such substitute as the Board of Directors may designate).
Nominees: Sam Peroulas
FOR [ ] [ ] AGAINST
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of [ ] [ ] [ ]
Durland & Company CPA's, P.A. as the Company's
independent public accountants for the fiscal
years ending February 29, 2000 and February 28, 2001.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name(s) appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature:_________________ Date_____ Signature:_________________ Date_____