As Filed with the Securities and Exchange Commission on April , 2001
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMP PRODUCTIONS, INC.
(Name of small business issuer in its charter)
Nevada 7922 87-0654585
(STATE OR JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION )CLASSIFICATION CODE NUMBER)
80 ORVILLE DRIVE, BOHEMIA, NY, 11716 (516) 977-3015
(Address and telephone number of principal executive offices)
80 ORVILLE DRIVE, BOHEMIA, NY, 11716
(Address of principal place of business or intended principal place of business)
DAVID P. BROWN 80 ORVILLE DRIVE, BOHEMIA, NY, 11716 (516) 977-3015
(Name, address and telephone number of agent for service)
Copies to:
STEPHEN B. SCHNEER, ESQ.
605 THIRD AVENUE, SUITE 1501
NEW YORK CITY, NY 10158
TELEPHONE: (212) 972-1100
FACSIMILE: (212) 983-5271
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM
AGGREGATE AMOUNT OF REGISTRATION FEE
OF SECURITIES TO BE TO BE REGISTEREDPRICE PER UNITOFFERING PRICE(1)
REGISTERED
Common stock, $0.01 675,000 $.50 $337,500 $89.10
par value per share
(1) Estimated solely for the purpose of computing the amount of
the registration fee pursuant to Rule 457(f) under the Securities Act of 1933
based on the per share book value of Registrant as of June 30, 2000.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED APRIL [__], 2001
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.
675,000 Shares of
AMP Productions, Inc.
Common Stock
eSAFETYWORLD, Inc. is distributing to its stockholders of record on the
record date of [___________], 2001, 600,000 shares of common stock
of AMP Productions, Inc.. The distribution will be pro rata to the
eSAFETYWORLD stockholders based on the number of shares owned by each.
eSAFETYWORLD stockholders will receive one AMP share for each five shares
held. Fractional shares will be rounded to the nearest whole share.
eSAFETYWORLD will send AMP stock certificates to the eSAFETYWORLD stockholders
on about [__________], 2001. This distribution is taxable as a dividend
for federal income tax purposes to the extent that eSAFETYWORLD has current
or accumulated earnings and profits.
eSAFETYWORLD stockholders are not required to take any action to receive
their shares of AMP common stock. No consideration will be paid by holders of
eSAFETYWORLD common stock for shares of AMP common stock.
This prospectus also relates to the resale of 75,000 shares of AMP common
stock held by. eSAFETYWORLD. by the stockholders named under the captionSee
"Selling Stockholders" on page __30. The selling stockholder may offer and
sell from time to time common stock using this prospectus in transactions:
on the over-the-counter market or otherwise;
at market prices, which may vary during the offering period, or at
negotiated prices; and
in ordinary brokerage transactions, in block transactions, in privately
negotiated transactions, or otherwise.
The selling stockholders will receive all of the proceeds from the sale
of the shares and will pay all underwriting discounts and selling commissions
relating to the sale of the shares.
There currently is no public market for the shares of AMP common stock,
and neither eSAFETYWORLD nor AMP can assure that a trading market will
develop. AMP is applying to haveits common stock quoted on the Over-the-
Counter Bulletin Board ("OTCBB") under the symbol "AMPI" effective at the
time of the distribution. See "The Distribution."
THE OWNERSHIP OF AMP COMMON STOCK INVOLVES SIGNIFICANT RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE __.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL [__], 2001.
eSAFETYWORLD is not seeking approval by its stockholders of the
distribution of the stock of AMP to the stockholders of eSAFETYWORLD. No
approval by the stockholders of eSAFETYWORLD is required.
This information does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS DOCUMENT.
NO PERSON IS AUTHORIZED TO GIVE INFORMATION THAT IS NOT CONTAINED IN THIS
DOCUMENT. THIS DOCUMENT IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO
BUY THESE SECURITIES. THIS INFORMATION IS CORRECT ONLY AS OF THE DATE SET
FORTH ON THE COVER PAGE, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS.
UNTIL [________], 2001 (90 DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
eSAFETYWORLD, the selling stockholders and any broker-dealers
that participate in the Distribution of the shares may be deemed to be
"underwriters" within the meaning of section 2(11) of the Securities Act of
1933. Any compensation received and any profits realized by eSAFETYWORLD,
he selling stockholders or such broker-dealers may be considered underwriting
discounts and commissions under the Securities Act.
Stockholders of eSAFETYWORLD with inquiries related to the
Distribution should contact R. Bret Jenkins, the Chief Financial Officer of
eSAFETYWORLD, at 80 Orville Drive, Bohemia, NY 11716. eSAFETYWORLD's telephone
number is 631-244-1454.
TABLE OF CONTENTS
Caption Page
Questions and Answers about the
Distribution and Related Matters 5
Summary 8
Risk Factors 9
The Distribution 11
AMP's Capitalization 17
AMP Business 19
AMP's Management's Discussion and Analysis of Financial 22
Condition and Results of Operations
AMP's Management 23
Description of AMP's Common Stock 26
Securities of Certain Beneficial Owners and Management 28
Certain Transactions 29
Selling Stockholders 30
Plan of Resale 30
20
Legal Matters 32
Experts 32
Available Information 32
Index to Financial Statements of AMP Productions, Inc F-1
QUESTIONS AND ANSWERS
ABOUT THE DISTRIBUTION AND RELATED MATTERS
The following section answers various questions that you may have about
the pro rata distribution to eSAFETYWORLD stockholders of 600,000 shares of
AMP common stock owned by eSAFETYWORLD. We refer to this distribution in this
document as the "Distribution."
Q1: WHAT IS THE DISTRIBUTION?
A: The Distribution is the method by which eSAFETYWORLD will distribute
shares held by it in AMP resulting in AMP becoming a publicly-traded company.
According to the terms of the Distribution, eSAFETYWORLD will distribute to
its stockholders, as of the close of business on [______________], 2001, in a
dividend, one share of AMP common stock for every five shares of eSAFETYWORLD
common stock held on [______________], 2001.
Q2: WHAT IS AMP?
A: AMP is a development stage company that was established in February
2000 to promote concerts, festivals and other entertainment events. Its
strategy will be to promote concerts featuring nationally and regionally known
artists and groups and utilize midsized arenas,auditoriums and clubs, as well
as promoting family-oriented entertainment festivals in vacation resorts.
Competition in these niches is intense but fragmented. No revenue producing
activities have yet commenced.
Q3: WHY IS ESAFETYWORLD EFFECTING THE DISTRIBUTION?
A: eSAFETYWORLD is effecting the Distribution because it believes that
the Distribution may result in an increase in the value of AMP common stock
and provide potential value to eSAFETYWORLD's stockholders.
Q4: WHAT IS THE TAX EFFECT OF THE DISTRIBUTION?
A: Dividends and distributions received are taxable as ordinary income
for federal income tax purposes pursuant to Section ___ of the Internal
Revenue Code provided that eSAFETYWORLD has current or accumulated earnings
and profits. eSAFETYWORLD will provide you withinformation as to the amount of
income to recognize from the distribution that you receive.
The foreign, state and local tax consequences of receiving the distribution
may differ materially from the federal income tax consequences described
above. Shareholders should consult their tax advisor before investing.
Q5: WHAT WILL ESAFETYWORLD STOCKHOLDERS RECEIVE IN THE DISTRIBUTION?
A: In the Distribution, eSAFETYWORLD stockholders will receive one
share of AMP common stock for every five shares of eSAFETYWORLD common stock
they own on [______________], 2001.
Immediately after the Distribution, eSAFETYWORLD's stockholders will
still own their shares of eSAFETYWORLD common stock. Shares of eSAFETYWORLD
common stock will represent stockholders' interests in the business of
eSAFETYWORLD, and shares of AMP common stock that stockholders receive in the
Distribution will represent their interests in the AMP business.
Q6: WHAT HAPPENS TO ESAFETYWORLD SHARES AFTER THE DISTRIBUTION?
A: After the Distribution, shares of eSAFETYWORLD common stock will
continue to representownership of the businesses of eSAFETYWORLD and will
continue to be traded on the Nasdaq Smallcap Market under the ticker symbol
"SFTY."
Q7: WHAT DOES AN ESAFETYWORLD STOCKHOLDER NEED TO DO NOW?
A: eSAFETYWORLD stockholders do not need to take any action. The
approval of the eSAFETYWORLD stockholders is not required to effect the
Distribution, and eSAFETYWORLD is not seeking a proxy from any stockholders.
eSAFETYWORLD stockholders should not send in their eSAFETYWORLD share
certificates to effect the Distribution. eSAFETYWORLD stockholders will
automatically receive their shares of AMP common stock shortly following the
Distribution.
Q8: WHERE CAN ESAFETYWORLD STOCKHOLDERS GET MORE INFORMATION?
A: eSAFETYWORLD stockholders with additional questions related to the
Distribution should contact R. Bret Jenkins, the Chief Financial Officer of
eSAFETYWORLD, at eSAFETYWORLD, Inc., 80 Orville Drive, Bohemia, New York
11716. eSAFETYWORLD's telephone number is 631-254-1454.
SUMMARY
The following is a summary of certain information contained in this
document. While this summary provides an accurate description of all material
information included in this document, it is qualified in its entirety by the
more detailed information and financial statements contained elsewhere in
this document. Certain capitalized terms used in this summary are defined
elsewhere in this document.
WHY YOU WERE SENT THIS DOCUMENT
eSAFETYWORLD sent you this document because you were an owner of
eSAFETYWORLD common stock on [______________], 2001. Holders of record of
eSAFETYWORLD common stock, as of the close of business on [______________],
2001, will be entitled to receive a pro rata distribution of one share of AMP
for every ___ shares of eSAFETYWORLD common stock held. No action is required
on your part to participate in the Distribution, and you are not required to
pay cash or other consideration to receive your AMP shares. No stockholder
approval of the Distribution is required or sought. We are not asking you for
a proxy, and you are requested NOT to send us a proxy.
This document describes AMP's business, how this transaction benefits
eSAFETYWORLD's stockholders and provides other information to assist you in
evaluating the benefits and risks of holding or disposing of the AMP shares
that you will receive in the Distribution. You should be aware of certain risks
relating to the Distribution and AMP's business, which are described in this
document beginning on page __.
Summary of AMP's business
AMP is a startup company that was established in February 2000 to
promote concerts, festivals and other entertainment events. Our strategy will
be to promote concerts featuring nationally and regionally known artists and
groups and utilize midsized arenas and auditoriums, as well as promoting
family-oriented entertainment festivals in vacation resorts. Competition in
these niches is intense but fragmented. AMP plans is to work closely with
talent agencies that manage the more well known artists and groups. Two of the
founders, Messrs. Jenkins and Brown, were involved with other entities whose
activities included promoting performances by The Beach Boys, Credence
Clearwater Revisited, Collin Raye, Patty Loveless, Travis Tritt, John Michael
Montgomery and others. AMP is unable to estimate a time period as to when
we will commence promotional activities because of our extremely limited
financial resources. The timing of the implementation of AMP's business
strategy is dependent on its ability to obtain sufficient financing to
undertake its plans. AMP cannot provide any assurances of the likelihood of it
obtaining sufficient financing to undertake our operating plan.
In December 2000, AMP entered into consulting agreements with
eSAFETYWORLD, Inc. and EB Consulting under which those entities agreed to
provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a
website, and
technical assistance in implementing the use of smart cards in the
purchase of event tickets.
jeSAFETYWORLD has also agreed to consider, on a case by case basis,
to assist AMP by providing event guarantees in amounts not to exceed $75,000.
eSAFETYWORLD is not obligated to post any specific number of event guarantees.
AMP has agreed to pay eSAFETYWORLD and EB Consulting aggregate fees of
$____ which at AMP's option can be satisfied by the issuance of an aggregate of
1,500,000 shares of AMP's common stock. In February 2001, AMP elected to issue
the shares of common stock. In addition, eSAFETYWORLD is entitled to receive an
aggregate of 15% of AMP's annual pretax income as determined in conformity
with generally accepted accounting principles for a period of three years.
AMP summary financial data
AMP has had no operations. Its development activities were undertaken by
its founders using their own funds No value has been ascribed to those efforts
in AMP's financial statements.
Risk factors
You should carefully consider each of the following risks and all of
the other information set forth in this prospectus before deciding to invest
in shares of our common stock. Some of the following risks relate principally
to our business in general and the industry in which we operate. Other risks
relate principally to the securities markets and ownership of our
stock.
If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
materially adversely affected. In that case, the trading price of our common
stock could decline, and you may lose all or part of your investment.
Our business is subject to the following risks, which include risks
relating to the industry in which we operate.
Because our operating history is limited from the period since February
2000, we may not be able to successfully manage our business or achieve
profitability.
We will commence revenue producing operations in 2001 if we obtain
sufficient financing to cover minimum event guarantees. and haveWe have no
operating history upon which to evaluate our future performance and prospects.
Our prospects must be considered in light of the risks, expenses, delays,
problems and difficulties frequently encountered in the establishment of a
new business. Our principal risks are:
Ability to negotiate acceptable contracts with artists and groups;
Ability to negotiate acceptable arrangements with venues; and
Ability to arrange for promotional spots with radio stations in the
areas vovered by the venues.
There can be no assurance that we will be able to raise sufficient funds to
cover pre-event guarantees which are necessary to generate significant
revenues or achieve profitable operations orthat our operations will generate
positive cash flow.
AMP WILL DEPEND ON ESAFETYWORLD AND INDEPENDENT CONTRACTORS TO SUPPLY A
SUBSTANTIAL PORTION OF ITS DAY-TO-DAY ACTIVITIES.
AMP has entered into consulting agreements with eSAFETYWORLD and an
affiliated entity, EB Consulting, under which those entities have agreed to
provide a significant portion of our administrative, technical and customer
service functions as well as provide office space and other infrastructure
needs. The likelihood of us being able to implement our business strategy
would be materially reduced if we have a disagreement with eSAFETYWORLD or if
eSAFETYWORLD were to encounter financial difficulties that would prevent it
from providing the agreed-upon services.
AMP will need financing which may not be available.
AMP will endeavor to use noncash compensation wherever possible to
implement its strategies. However, some cash will be required to complete
these tasks. In addition, AMP will need funding for marketing and to pay cash
awards to game participants.
AMP has not established a source of equity or debt financing sufficient to
permit it to implement our business plan. AMP will require some form of
financing. There can be no assurance that the minimum level financing will be
available. If AMP is unable to obtain financing, it may be unable to generate
revenue producing activities.
The trading price of AMP common stock is likely to be subject to significant
fluctuations There can be no assurance as to the prices at which the AMP
common stock will trade before, on or after the Distribution date. Until the
AMP common stock is fully distributed and an orderly market develops in the
AMP common stock, the price at which such stock trades may fluctuate
significantly and may be lower or higher than the price that would be expected
for a fully distributed issue. Prices for the AMP common stock will be
determined in the marketplace and may be influenced by many factors,
including:
the depth and liquidity of the market for AMP common stock,
developments affecting the business of AMP generally and the impact of
those factors referred to below in particular,
investor perception of AMP, and
general economic and market conditions.
AMP common stock has no prior trading market or liquidity
Prior to the date of this document, there has not been any established
trading market for AMP common stock. Application will be made to list the
shares of AMP common stock on the OTCBB under the symbol "AMPI." AMP cannot
predict the likelihood of the application being accepted. If the
application is accepted, AMP cannot predict the extent to which investor
interest in the company will lead to the development of an active, liquid
trading market. Active trading markets generally result in lower price
volatility and more efficient execution of buy and sell orders for investors.
Forward looking information
This prospectus contains forward-looking statements that involve risks
and uncertainties. These statements relate to:
our future plans;
objectives;
expectations and intentions; and
the assumptions underlying or relating to any of these statements.
We use words like as "expects," "anticipates," "intends," "plans" and
similar expressions to identify forward-looking statements.
THE DISTRIBUTION
Introduction
On March ___, 2001, the board of directors of eSAFETYWORLD approved a
plan to distribute 600,000 shares of common stock of AMP common stock held by
eSAFETYWORLD to all holders of outstanding eSAFETYWORLD common stock. The
eSAFETYWORLD board of directors formally declared a dividend payable to each
holder of record of eSAFETYWORLD common stock at the close of business on the
record date of one share of AMP common stock for every five shares of
eSAFETYWORLD common stock held as of the close of business on the record date.
Holders ofeSAFETYWORLD common stock will not receive any fractional shares of
AMP common stock in connection with the Distribution.
On or before the Distribution date, eSAFETYWORLD will deliver the shares
of AMP common stock to be distributed to the Distribution agent for transfer and
distribution to the holders of record of eSAFETYWORLD common stock as of the
close of business on the record date. The Distribution is expected to be made
on or about [______], 2001.
Reasons for the Distribution
In December 2000, eSAFETYWORLD signed an agreement to provide certain
business, technical and financial consulting and other services to AMP.
In agreeing to assist AMP, eSAFETYWORLD considered the following key
factors:
eSAFETYWORLD's management team has developed significant expertise that
it believed could be applied to other industries, without detracting from its
primary focus of serving the industrial safety, laboratory supply and
cleanroom markets;
eSAFETYWORLD retains its strong liquidity compared to its projected
requirements, so it was appropriate to consider non-cash consideration for the
services to be provided;
eSAFETYWORLD believed that AMP's business strategy, which requires very
low levels of fixed costs, has strong potential if executed effectively and
is consistent with eSAFETYWORLD's own basic business philosophy; and
eSAFETYWORLD might maximize the long-term financial return to its
stockholders by obtaining stock in AMP and distributing it to its
stockholders.
Based on these considerations, eSAFETYWORLD agreed to accept an aggregate of
1,000,000 shares of AMP common stock in consideration for the consulting and
infrastructure services that it is providing. These 1,000,000 shares constitute
approximately 18.2% of the issued and outstanding common stock of AMP at
February 28, 2001. eSAFETYWORLD now proposes to distribute 600,000 shares of
those shares of AMP stock to the eSAFETYWORLD stockholders, pro rata in
proportion to the number of shares of eSAFETYWORLD held by each. Accordingly,
the eSAFETYWORLD stockholders will receive one share of AMP for approximately
each five shares of eSAFETYWORLD now held by them. eSAFETYWORLD will retain
the 400,000 shares of AMP not distributed to the eSAFETYWORLD stockholders.
eSAFETYWORLD believes that the Distribution of AMP shares and the
resulting creation of a publicly-held corporation may increase the value of
the AMP shares and may offer the stockholders of eSAFETYWORLD greater
liquidity than if all 1,000,000 shares received by eSAFETYWORLD were retained
by it. In addition, the Distribution will result in AMP becoming a
publicly-traded company with equity securities that could be used in its
compensation programs and to facilitate potential alliances.
The discussion of the reasons for the Distribution set forth herein
includes forward-looking statements that are based on numerous assumptions
with respect to the trading characteristics of the AMP common stock and the
ability of AMP management to successfully take advantage of growth, acquisition
and alliance opportunities. Many of those factors are discussed above under
the captions "Forward- Looking Statements" and "Risk Factors."
Form of transaction
The Distribution is the method by which eSAFETYWORLD will distribute
shares of AMP resulting in AMP becoming a publicly-traded company. In the
Distribution, eSAFETYWORLD will distribute to its stockholders 600,000 shares
of common stock of AMP held by eSAFETYWORLD. After the Distribution,
stockholders of eSAFETYWORLD will continue to own their shares in
eSAFETYWORLD and the shares distributed to them in AMP.
eSAFETYWORLD currently holds 1,000,000 shares of AMP's common stock,
which represents 18.2% of the total number of AMP's shares of common stock
outstanding. Following the Distribution, eSAFETYWORLD will continue to hold
400,000 shares of AMP's common stock.
eSAFETYWORLD may be deemed to be an "underwriter" within the meaning of
section 2(11) of the Securities Act of 1933. Any compensation received and
any profits realized by eSAFETYWORLD may be considered underwriting discounts
and commissions under the Securities Act. Manner of effecting the Distribution
The Distribution will be made on the Distribution date to holders of
record of eSAFETYWORLD common stock at the close of business on the record
date. Based on the 3,000,000 shares of eSAFETYWORLD common stock outstanding
as of February 28, 2001, the Distribution would consist of one share of AMP
common stock for each five shares of eSAFETYWORLD held.
eSAFETYWORLD will not deliver scrip evidencing a fractional share or pay
any related amount to a stockholder who would be entitled to a fractional
share. Instead, the number of shares of AMP stock to which each eSAFETYWORLD
stockholder of record is entitled will be roundedto the nearest whole share.
If, as a result of rounding, more than 600,000 shares are required to
complete the Distribution, the required additional shares will be provided
from the number to be retained by eSAFETYWORLD. Conversely, if less than
600,000 shares are required to complete the Distribution, the remainder will be
added to the number retained by eSAFETYWORLD.
Prior to the Distribution date, eSAFETYWORLD will deliver the shares of
AMP common stock to be distributed to the Distribution agent for
distribution. The Distribution agent will mail, on or about the Distribution
date, certificates representing the shares of AMP common stock to eSAFETYWORLD
stockholders of record as of the close of business on the record date.
Holders of eSAFETYWORLDcommon stock will not receive any fractional shares of
AMP common stock in connection with the Distribution.
Holders of eSAFETYWORLD common stock will not be required to pay for
shares of AMP common stock received in the Distribution, or to surrender or
exchange certificates representing shares of eSAFETYWORLD common stock in
order to receive shares of AMP common stock. No stockholder approval of the
Distribution is required or sought. We are not asking you for a proxy and
you are requested NOT to send us a proxy.
In order to be entitled to receive shares of AMP common stock in the
Distribution, eSAFETYWORLD stockholders must be stockholders at the close of
business on the record date.
Federal income tax consequences of the Distribution
Each eSAFETYWORLD stockholder receiving shares of AMP common stock in the
Distribution will be considered to have received a taxable distribution in an
amount equal to the fair market value of AMP common stock received, which
will result in:
a dividend to the extent of such stockholder's pro rata share of
eSAFETYWORLD's current and accumulated earnings and profits;
a reduction in such stockholder's basis in eSAFETYWORLD common stock to
the extent the amount received exceeds such stockholder's share of earnings
and profits until such basis equals zero, and
a gain to the extent the amount received exceeds the sum of the amount
treated as a dividend and the amount treated as a reduction of the
stockholder's basis in eSAFETYWORLD common stock.
Any gain of this type will generally be capital gain if the eSAFETYWORLD
common stock is held as a capital asset on the Distribution date.
eSAFETYWORLD stockholders should consult their own advisers as to the
specific tax consequences of the Distribution, including the application and
effect of foreign, state and local tax laws.
Listing and trading of AMP common stock
Prior to the date of this document, there has not been any established
trading market for AMP common stock. Application will be made to list the
shares of AMP common stock on the OTCBB under the proposed symbol "AMPI."
There can be no assurance as to the prices at which the AMP common stock will
trade on or after the Distribution date. Until the AMP common stock is
fully distributed and an orderly market develops, if ever, in the AMP common
stock, the price at which it trades may fluctuate significantly. Prices for
the AMP common stock will be determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the market
for shares of AMP common stock, developments affecting the businesses of AMP
generally, including the impact of the factors referred to in "Risk Factors,"
investor perception of AMP and general economic and market conditions.
Shares of AMP common stock distributed to eSAFETYWORLD stockholders
will be freely transferable, except for shares of AMP common stock received by
persons who may be deemed to be "affiliates" of AMP under the Securities Act
of 1933, as amended. Persons who may be deemed to be affiliates of AMP after
the Distribution generally include individuals or entities that control, are
controlled by or are under common control with AMP, and may include senior
officers and directors of AMP, as well as principal stockholders of AMP.
Persons who are affiliates of AMP following the Distribution will be permitted
to sell their share of AMP common stock only pursuant to an effective
registration statement under the Securitie Act or an exemption from the
registration requirements of the Securities Act, such as the exemption
afforded by Section 4(1) of the Securities Act or Rule 144 issued under the
Securities Act.
AMP will apply to have its shares of common stock listed and traded on
the OTCBB. At the time of the Distribution of the stock to the eSAFETYWORLD
stockholders, it cannot give any assurances as to whether it will be
successful in having its shares listed on the OTCBB.
Penny stock restrictions
Until AMP's shares of common stock qualify for inclusion in the Nasdaq
system, if ever, the trading of its securities, if any, will be in the over-
the-counter markets thatare commonly referred to as the "pink sheets" or on
the OTCBB. As a result, an investor may find it difficult to dispose of, or
to obtain accurate quotations as to the price of, the securities offered.
SEC Rule 15g-9 establishes the definition of a "penny stock," for
purposes relevant to AMP, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to a limited number of exceptions. For any transaction
involving a penny stock, unless exempt, the penny stock rules require that
a broker or dealer approve a person's account for transactions in penny stocks
and the broker or dealer receive from the investor a written agreement to the
transaction setting forth the identity and quantity of the penny stock to be
purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must obtain financial information and investment
experience and objectives of the person and make a reasonable determination
that the transactions in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the SEC relating to the penny
stock market, which, in highlight form, sets forth
the basis on which the broker or dealer made the suitability determination
and
that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock
in both public offering and in secondary trading and commissions payable to
both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
In order to be included and maintain a listing on the Nasdaq SmallCap
Market, a company must meet the following requirements:
REQUIREMENTS INITIAL LISTING CONTINUED LISTING
Net Tangible Assets(1) $4 million $2 million
Or Or
Market Capitalization $50 million $35 million
Or Or
Net Income (in latest $750,000 $500,000
fiscal year
or 2 of last 3 fiscal years)
Public Float (shares)(2) 1 million 500,000
Market Value of Public Float $5 million $1 million
Minimum Bid Price $4 $1
Market Makers 3 2
Shareholders (round lot 300 300
holders)(3)
Operating History(4) 1 year N/A
Or Or
Market Capitalization $50 million
Corporate Governance Yes Yes
(1) For initial or continued listing, a company must satisfy one of the
following to be in compliance: the net tangible assets requirement (net
tangible assets means total assets, excluding goodwill, minus total
liabilities), the market capitalization requirement or the net income
requirement.
(2) Public float is defined as shares that are not held directly or
indirectly by any officer or director of the issuer and by any other person
who is the beneficial owner of more than 10% of the total shares
outstanding.
(3) Round lot holders are considered holders of 100 shares or more.
(4) If operating history is less than one year, initial listing requires
market capitalization of at least $50 million.
There are no assurances that AMP will ever meet the minimum listing
requirements of Nasdaq, or that its common stock will be accepted for
quotation on Nasdaq even if it does meet the minimum requirements.
General market risks
There is no public market for AMP's common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
AMP's common stock may also be restricted under the securities or blue sky
laws of various states and foreign jurisdictions. Consequently, investors
may not be able to liquidate their investments and should be prepared to hold
the common stock for an indefinite period of time. AMP's proposed trading
symbol does not imply that a liquid and active market will be developed or
sustained for its common stock.
The market price for AMP's common stock, if publicly traded, is likely to
be highly volatile and subject to wide fluctuations in response to factors,
many of which are beyond its control, including the following:
actual or anticipated variations in quarterly operating results;
changes in financial estimates by securities analysts;
announcements by AMP or its competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
additions or departures of key personnel;
sales or issuances of additional shares of common stock; and
potential litigation or regulatory matters.
The market prices of the securities of microcap companies have been
especially volatile. Broad market and industry factors may adversely affect
the market price of AMP's common stock, regardless of AMP's actual operating
performance. In the past, following periods of volatility inthe market price
of their stock, many companies have been the subject of securities class action
litigation. A stockholder lawsuit could result in substantial costs and a
diversion of management's attention and resources and would adversely affect
AMP's stock price.
The sale or availability for sale of a substantial number of shares of
AMP's common stock in the public market subsequent to the Distribution,
pursuant to Rule 144 under the Securities Act of 1933 or otherwise, could
materially adversely affect the market price of the common stock and
could impair the company's ability to raise additional capital through the
public or private sale of its securities. All of the 4,000,000 shares of
common stock currently held by AMP's management are "restricted securities,"
as that term is defined in Rule 144 and may, under certain circumstances, be
sold without registration under the Securities Act of 1933. The availability
of Rule 144 to the holders of AMP's restricted securities would be conditioned
on, among other factors, the availability of certain public information
concerning AMP.
AMP has 24,000,000 authorized shares of common stock. The board of
directors, without stockholder approval, could issue up to 17,500,000 shares
of common stock upon whatever terms it determines to whomever it determines,
including persons or entities that would help its present management.
Legal matters
AMP is not involved in any litigation or legal proceedings.
RELATIONSHIP OF ESAFETYWORLD AND AMP BEFORE AND AFTER THE DISTRIBUTION
eSAFETYWORLD owns approximately 18.2% of the issued and outstanding
common stock of AMP, which it received as consideration for entering
into a consulting agreement to provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a website,
andtechnical assistance in implementing the use of smart cards in the
purchase of event tickets. AMP has agreed to pay eSAFETYWORLD and EB
Consulting aggregate fees of $500,000 which at AMP's option can be satisfied
by the issuance of 1,500,000 shares of AMP's common stock. In February 2001,
AMP elected to issue the shares of common stock. In addition, eSAFETYWORLD is
entitled to receive an aggregate of 15% of AMP's annual pretax income as
determined in conformity with generally accepted accounting principles for a
period of three years.
After the Distribution, eSAFETYWORLD will own approximately 400,000 shares
representing 7.3% of the outstanding shares of AMP, and AMP will be a
publicly-traded company.
After the Distribution, AMP will not have any ownership interest in
eSAFETYWORLD. R. Bret Jenkins, Bridget Owens and Claire Heil who are directors
of eSAFETYWORLD will also be directors of AMP.
DIVIDEND POLICY
The payment and level of cash dividends by AMP after the Distribution
will be subject to the discretion of the board of directors of AMP. AMP
currently intends to retain future earnings, if any, for the development of
its business and does not anticipate paying cash dividendsin the near future.
Future dividend decisions will be based on, and affected by, a number of
factors, including the operating results and financial requirements of AMP.
AMP'S CAPITALIZATION
At January 31, 2001, AMP's tangible net worth was de minimis The
following table sets forth the unaudited capitalization of AMPat December
31, 2000, on an historical basis. The following data is qualified in its
entirety by the combined financial statements of AMPand other information
contained elsewhere in this document. See "Risk Factors."
Long-term debt $ -
Stockholders' equity:
Common stock, $.001 par value;
authorized - 24,000,000 shares; 4,000
4,000,000 issued and outstanding
Paid-in capital 6,000
Loss accumulated during the (55,000)
development stage
Total $(45,000)
AMP'S BUSINESS
AMP was established in February 2000 to promote concerts, festivals and other
entertainment events. Our strategy will be to promote concerts featuring
nationally and regionally known artists and groups and utilize midsized arenas
and auditoriums, as well as promoting family-oriented entertainment festivals
in vacation resorts. Competition in these niches is intense but fragmented.
AMP plans is to work closely with talent agencies that manage the more well
known artists and groups. Some of the founders were involved with other
entities whose activities included promoting performances by The Beach Boys,
Credence Clearwater Revisited, Collin Raye, Patty Loveless, Travis Tritt,
John Michael Montgomery and others. AMP is unable to estimate a time period
as to when we will commence promotional activities because of our extremely
limited financial resources. The timing of the implementation of AMP's business
strategy is dependent on its ability to obtain sufficient financing to
undertake its plans. AMP cannot provide any assurances of the likelihood of it
obtaining sufficient financing to undertake our operating plan and initiate
revenue.
In December 2000, AMP entered into consulting agreements with
eSAFETYWORLD, Inc. and EB Consulting under which those entities agreed to
provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a
website, and technical assistance in implementing the use of smart
cards in the purchase of event tickets.
eSAFETYWORLD has also agreed to consider, on a case by case basis, to
assist AMP by providing event guarantees in amounts not to exceed $75,000.
eSAFETYWORLD is not obligated to post any specific number of event guarantees.
AMP has agreed to pay eSAFETYWORLD and EB Consulting aggregate fees of
$500,000 which at AMP's option can be satisfied by the issuance of 1,500,000
shares of AMP's common stock. In February 2001, AMP elected to issue the
shares of common stock. In addition, eSAFETYWORLD is entitled to receive an
aggregate of 15% of AMP's annual pretax income as determined in conformity with
generally accepted accounting principles for a period of three years.
General strategies
We have identified a specific market niche that we believe maximizes
the likelihood of profits and minimizes the risk of loss normally associated
with the entertainmentbusiness. The key elements of this strategy are:
Artists and groups - We plan to promote concerts featuring nationally and
regionally known artists and groups because these types of artists and groups
have sufficiently large followings so as to reduce the need for advertising
and promotion. We will emphasize artists and groups who are well known but
who do not currently have a recording at the top of the charts. This
strategy will enable us to benefit from the followings of groups without
assuming the risk associated with large minimum guarantees. These large
guarantees are the principal reason that promoters lose money on concerts.
Avoiding large minimum guarantees is at the heart of our strategy.
We plan to promote artists and groups with whom one of our
founders has an established relationship, either directly or through managers
or agents. This policy enables us to reduce the requirement for guarantees and
also increases the likelihood of scheduling multiple concerts or tours.
Venues - A venue is a facility in which an event is held or takes place.
Venue-related costs are generally the second most expensive production cost,
exceeded only by the cost of the artist or group. Our strategy for venues is
to use facilities with capacities ranging from 5,000 to 12,000 located in
suburban areas or small cities. Facilities that have capacities lower than
5,000 are unlikely to allow us to meet our goals and larger facilities
generally require guarantees at levels that make the risk of loss unacceptably
high. In evaluating venues, we will seek facilities having low minimum
guarantees, low operating costs, as well as good location and parking.
For the most part, we will seek and use facilities that are not unionized and
that do not rely on concerts or similar entertainment events as their primary
source of revenue.
We will consider using venues throughout the country. The number of
acceptable facilities is quite large and includes athletic facilities located
on college campuses andarenas located in medium-sized cities.
We may also promote concerts in clubs or auditoriums during the early
stages of our operations because the initial costs of that type of promotion
are relatively low and there are a large number of facilities to deal with.
Business strategy
We will promote events that we believe are likely to be successful
given the demographics of the area surrounding the selected venue. For
example, country artists are likely to be popular in many areas in the South,
odies groups tend to be popular in retirement communities, rock groups
on college campuses if classes are in session, etc. The basic approach is
summarized as:
Step One - Match a venue with a group or artist likely to be successful
given the venue's demographics.
Step Two - Negotiate an agreement with the venue. We will endeavor to
reduce the advance payment requirements to a minimum. A basic agreement
usually covers rent, ushers, ticketsstagehands and concessions.
Step Three - Negotiate terms with the artist or group. These negotiations
generally take place with an agent or attorney. Well known artists normally
receive guaranteed minimum payments against a percentage of the gate.
Step Four - Analyze the data using a standard event worksheet. Summarize
all costs of the proposed events after estimating ancillary costs such as
hotels and meals for the artist, advertising, etc. After all costs are known,
we will determine ticket prices that must generally be sufficient to
permit the event to breakeven if ticket sales achieve 50 percent of the
venue's capacity. The ticket price calculated in this manner must be realistic
given the nature of the event and the demographics of the area. If these
conditions are met, we will actively consider the event. If not, we will not
pursue the event.
Step Five - Enter into the necessary agreements.
Step Six - Promote the event through the medium considered most effective
in the area. Wherever possible, barter tickets for services and consider
teaming with a local radio station and other sponsors.
Step Seven - On the day of the event, ensure that the artist has been
picked up at the airport or hotel and the venue is ready for the event.
Institute procedures to ensure that we obtain accurate information about
ticket counts and concession sales. The amount of oversight necessary
in these areas is a direct function of our founders' past relationship with
the venue's management. In almost all cases, this function will be performed
on-site by us or our representative.
Step Eight - Attend the settlement or closing meeting to ensure that all
contract requirements have been met.
It is more efficient to negotiate multiple events with artists.
Likewise, use of the same venue several times a year reduces negotiating time
and increases the likelihood of minimizing requirements for large advances.
Other opportunities - We will consider sponsoring occasional three or
four-day festivals in conjunction with various sponsors. These festivals will
coincide with holiday weekends and will feature family style entertainment.
Two other avenues of opportunity are:
Co-promoting major events in large city arenas or stadiums. We would
only participate in these events on a "co-promoter" basis to minimize the risk
of loss associated with large events while at the same time benefiting from
being a part of a major event.
Managing artists and groups to take advantage of our contacts, as
well as legal and financial experience.
Co-promoting major events in large city arenas or stadiums. We would
only participate in these events on a "co-promoter" basis to minimize the risk
of loss associated with large events while at the same time benefiting from
being a part of a major event.
Managing artists and groups to take advantage of our contacts, as well as
legal and financial experience.
Competition
The market in which we expect to compete is highly competitive, and we
will face competition from one or more entities in all geographic areas where
we expect to operate.
In addition, we anticipate that competition will increase in the future.
Many of our competitors are larger businesses and have substantially greater
financial resources and a much greater contact base in the industry than we
will have.
Facilities
AMP will operate out of offices located at 80 Orville Drive, Bohemia, NY
11716, provided to it as part of an overall consulting agreement by
eSAFETYWORLD, Inc., one of AMP's shareholders. These offices are expected to
be sufficient for AMP's purposes until it starts generating revenue.
Its telephone number is _______.
Employees
At December 31, 2000, AMP had no fulltime employees. AMP has relied
and will continue to rely on consultants and independent contractors wherever
possible. AMP's future success will be materially dependent upon continued
services and contributions of AMP's founders, all of whom are actively
engaged in other business ventures.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
AMP has not yet commenced revenue producing operations.
Liquidity
AMP does not have any credit facilities or other commitments for
debt or equity. No assurances can be given that advances will be made
available to it by shareholders and others when needed.
It plans on pursuing equity lines of credit or similar facilities if
its common stock begins to trade at sufficient volumes. However, no assurances
can be given that it will be successful in obtaining an equity facility.
New accounting pronouncements
No new pronouncement issued by the Financial Accounting Standards Board,
the American Institute of Certified Public Accountants or the Securities and
Exchange Commission is expected to have a material impact on AMP's financial
position or reported results of operations.
AMP'S MANAGEMENT
AMP's directors and management consist of:
Name Age Title
David P. Brown 60 President, chief financial
officer and
chairman
Claire A. Heil 30 Vice president, director
R. Bret Jenkins 42 Secretary, director
David P. Brown is an attorney in Salt Lake City, Utah engaged in limited
private practice since 1995. He teaches business law and alternative dispute
resolution at the University of Phoenix. He served as the chairman of the
securities law section of the Utah State Bar Association from 1993 to 1994.
Mr. Brown was a shareholder in the law firm of Brown, Larson, Jenkins
and Halliday from 1991 to 1995 and was a shareholder in the law firm of
Mckay, Burton and Thurman from 1985 to 1991. He holds a Juris Doctorate
degree from the University of Utah and is a member of the Utah State Bar
Association. Mr. Brown will devote approximately 50 percent of his time
to us.
R. Bret Jenkins has been a director since inception. He has also been a
director of eSAFETYWORLD since 1997 and became chief financial officer in
October 1999. He hasbeen in the private practice of securities and general
business law for the past 15 years. Mr. Jenkins holds Bachelor of Arts and
Juris Doctorate degrees from the University of Utah. JPJ, Inc. He will devote
approximately ___% of his time to us.
Claire A. Heil is a certified public accountant and became a director in
February 2001. She also is a director and chief administrative officer of
eSAFETYWORLD since September 2000. Prior to that, she held professional
accounting positions at PriceWaterhouseCoopers, LLP, Wright Griffin Davis
& Co. and the University of Michigan. She is a graduate of the University
of Notre Dame Aconsulting firm associated with Ms. Heil will be involved with
booking artists and arranging for venues for concerts and will devote
approximately ___%. of her time to us.
Bridget C. Owens became a director in February 2001 and has been a
director of eSAFETYWORLD since June 1999. She served as special assistant to
the board of directors of Laminaire Corporation from 1995 to February 2000.
Prior to that she was director of marketing for Independent Network Group,
Inc in 1994 and for Primac Inc., a privately-held transportation company from
1992-1993. Prior to Primac, Ms. Owens owned and operated a trucking and
transportation company. Ms. Owens currently operates a consulting business. A
consulting firmassociated with Ms. Owens will be involved in booking artists
and arranging for venues and will devote approximately ____% of her time to us.
Board of directors
All directors hold office until the completion of their term of office,
which is not longer than three years, or until their successors have been
elected. AMP has a staggered board of directors. All officers are appointed
annually by the board of directors and, subject to existing employment
agreements, serve at the discretion of the board.
Committees of the board of directors
Concurrent with the Distribution, the AMP board of directors will
establish an audit committee and a compensation committee. The audit
committee will review the results and scope of the audit and other services
provided by the independent auditors and review and evaluate the system of
internal controls. The compensation committee will manage the stock option
lan and review and recommend compensation arrangements for the officers. No
final determination has yet been made as to the memberships of these
committees.
All directors will be reimbursed by AMP for any expenses incurred in
attending directors' meetings provided that AMP has the resources to pay
these fees. AMP will consider applying for officers and directors liability
insurance.
Stock option plan
AMP has a stock option plan that expires in 2010 and enables AMP to
grant incentive stock options, nonqualified options and stock appreciation
rights for up to an aggregate of 1,500,000 shares of its common stock.
Incentive stock options granted under the plan must conform to applicable
federal income tax regulations and have an exercise price not less than the
fair market value of shares at the date of grant or 110% of fair market value
for owners of ten percent or more of the common stock. Other options and
stock appreciation rights may be granted on terms determined by the
compensation committee of the board of directors.
No options are outstanding.
Executive compensation
No officer, director or employee has received any compensation to
date, and no director, officer or employee has a contract or commitment to
receive annual compensationin excess of $100,000. Each officer and director
will be paid a negotiated percentage of profits for the events that they
arrange. They will receive no other compensation from us until we are
operating profitably.
Conflicts of interest
None of our key personnel is required to commit full time to our affairs and,
accordingly, these individuals may have conflicts of interest in allocating
management time among their various business activities. In the course of their
other business activities, certain key personnel may become aware of
investment and business opportunities which may be appropriate for
presentation to us, as well as the other entities with which they are
affiliated. As such, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.
Each officer and director is, so long as he is officer or director subject to
the restriction that all opportunities contemplated by our plan of operation
that come to his attention, either in the performance of his duties or in any
other manner, will be considered opportunities of, and be made available to us
and the companies that he is affiliated with on an equal basis. A breach of
this requirement will be a breach of the fiduciary duties of the officer or
director. If we or the companies to which the officer or director is
affiliated each desire to take advantage of an opportunity, then the
applicable officer or director would abstain from negotiating and voting upon
the opportunity. However, the officer or director may still take advantage
of opportunities if we should decline to do so. Except as set forth
above, we have not adopted any other conflict of interest policy in connection
with these types of transactions.
DESCRIPTION OF AMP'S CAPITAL STOCK
Introduction
AMPis authorized to issue 24,000,000 shares of common stock and 1,000,000
shares of preferred stock.
Preferred stock
AMP's certificate of incorporation authorizes the issuance of 1,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its board of directors. Accordingly, AMP's board of directors
is empowered, without stockholder approval, to issue shares of preferred stock
with voting, liquidation, conversion, or other rights that could adversely
affect the rights of the holders of the common stock. Although AMP has no
present intention to issue any shares of preferred stock, there can be no
assurance that AMP will not do so in the future.
Common stock
There are 5,500,000 shares of common stock issued and outstanding at
February 28, 2001. The Distribution has no impact on the number of shares
issued and outstanding. The holders of AMP common stock:
have equal ratable rights to dividends from funds legally available for
payment of dividends when, as and if declared by the board of directors;
are entitled to share ratably in all of the assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
do not have preemptive, subscription or conversion rights, or redemption
or access to any sinking fund; and
are entitled to one noncumulative vote per share on all matters
submitted to stockholders for a vote at any meeting of stockholders. AMP
declared a two for one stock split on January 31, 2001. All share and per
share amounts disclosed in this prospectus give retroactive effect to that
stock split.
Authorized but unissued capital stock
Nevada law does not require stockholder approval for any issuance of
authorized shares. However, the marketplace rules of the Nasdaq, which would
apply only if the AMP's common stock were listed on the Nasdaq, require
stockholder approval of certain issuances of common stock equal to or
exceeding 20% of the then-outstanding voting power or then-outstanding
number of shares of common stock, including in connection with a change of
control of AMP, the acquisition of the stock or assets of another company or
the sale or issuance of common stock below the book or market value price of
such stock. These additional shares may be used for a variety of corporate
purposes, including future public offerings to raise additional capital or to
facilitate corporate acquisitions.
One of the effects of the existence of unissued and unreserved common
stock may be to enable the board of directors of AMP to issue shares to
persons friendly to current management, which issuance could render more
difficult or discourage an attempt to obtain control of AMP by means of a
merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of AMP's management and possibly deprive the stockholders of
opportunities to sell their shares of AMP common stock at prices higher than
prevailing market prices.
No preemptive rights
No holder of any class of stock of AMP authorized at the time of the
Distributionwill have any preemptive right to subscribe to any securities of
AMP of any kind or class.
Indemnification and limitation of liability for directors and officers
The AMP Certificate of Incorporation, as amended, provides that AMP
shall indemnify directors and officers to the fullest extent permitted by the
laws of the state of Nevada. The AMP Certificate of Incorporation, as
amended, also provides that a director of AMP shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent the exemption from liability or
limitation thereof is not permitted under Nevada Law as the law exists or may
be amended in the future.
AMP has been advised that, in the opinion of the SEC, this type of
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore,unenforceable. In the event that a claim for
indemnification against these types of liabilities, other than the payment by
it of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suitor proceeding, is asserted
by a director, officer or controlling person in connection with the securities
being registered, AMP will submit the question of whether indemnification by
it is against public policy to an appropriate court and will be governed by the
final adjudication of the case.
There is no pending litigation or proceeding involving a director or
officer as to whichindemnification is or may be sought.
Transfer agent
Standard Registrar & Transfer Company, Inc. has been appointed as the
transfer agent and registrar for AMP's common stock effective with the
Distribution. The transfer agent's address is 12528 South 1840 East, Draper,
Utah 84020, and its telephone number is 801-571- 8844.
SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to it regarding
beneficial ownership of AMP's common stock at the date of this prospectus
by:
each person known by it to own, directly or beneficially, more than 5%
of AMP's common stock,
each of AMP's directors, and
all of AMP's officers and directors as a group.
Except as otherwise indicated, AMP believes that the beneficial
owners of the common stock listed below, based on information furnished by
the owners, have sole investment and voting power over the shares.
Name Number of Shares Percentage
David Brown 250,000 4.5
Edward A. Heil 1,000,000 18.0
R. Bret Jenkins 1,000,000 18.0
Claire Heil 150,000 2.7
James Brownfiel 150,000 2.7
Raymond Burghard 1,000,000 18.0
Stephen B. Schneer 150,000 2.7
Diane Kohli 150,000 2.7
Bridget C. Owens 150,000 2.7
eSAFETYWORLD, 1,000,000 18.0
Inc.
EB Consulting 500,000 9.0
Officers and directorsas a group (four
people) 1,550,000 28.2
(1) Edward A. Heil and R. Bret Jenkins are equal owners of EB Consulting,
which owns beneficially and of record 500,000 shares, and are deemed to be
the beneficial owners of 1,000,000 shares owned beneficially and of record
by eSAFETYWORLD, of which Messrs. Heil and Jenkins are officers and
directors.
(2) eSAFETYWORLD's address is 80 Orville Drive, Bohemia, NY 11716.
(3) Of the shares owned, eSAFETYWORLD will distribute 600,000 shares to its
stockholders. After theDistribution, eSAFETYWORLD will hold 400,000shares,
which will represent 7.3% of the total AMP common shares outstanding.
(4) The address for all officers and directors is 80 Orville Drive, Bohemia,
NY 11716.
CERTAIN TRANSACTIONS
CONSULTING ARRANGEMENTS
On December 2, 2000, AMP engaged eSAFETYWORLD and an affiliated venture, EB
Consulting, to provide under which those entities agreed to provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a
website, and
technical assistance in implementing the use of smart cards in the
purchase of event tickets.
eSAFETYWORLD has also agreed to consider, on a case by case basis, to
assist AMP by providing event guarantees in amounts not to exceed $75,000.
eSAFETYWORLD is not obligated to post any specific number of event guarantees.
AMP has agreed to pay eSAFETYWORLD and EB Consulting aggregate fees of
$500,000 which at AMP's option can be satisfied by the issuance of an
aggregate of 1,500,000 shares of AMP's common stock. In February 2001, AMP
elected to issue the shares of common stock. In addition, eSAFETYWORLD is
entitled to receive an aggregate of 15% of AMP's annual pretax income as
determined in conformity with generally accepted accounting principles
for a period of three years.
The agreement with eSAFETYWORLD covers three-years and
automatically rolls over for an additional one year period on each
anniversary date unless cancelled by one of the parties.
SELLING STOCKHOLDERS
This prospectus also relates to the resale of 75,000 shares of
AMP common stockby the selling stockholder. The following table provides
certain information concerning the resale of shares of common stock by the
selling stockholder and assumes that all shares offered by the selling
stockholder will be sold. AMP will not receive any proceeds from the
resale of the common stock by the selling stockholder.
COMMON STOCK
BENEFICIALLY N BENEFICIALLY
OWNED BEFORE U OWNED AFTER
OFFERING M OFFERING
BE
R
TO
BE
SO
LD
SELLING STOCKHOLDER N P N P
U E U ER
M R M CE
BE C BE NT
R E R
N
T
ESAFETYWORLD. 1, 52 9.
0 75 5, 5
0 1 ,0 00
0, 8 00 0
0 .
0 2
0
(1) The shares held beneficially by eSAFETYWORLD after the offering exclude
600,000 shares of AMP common stock that eSAFETYWORLD is distributing to its
shareholders.
PLAN OF RESALE
The selling stockholders may from time to time offer any or all
of their shares in one or more of the following transactions (which may
include block transactions):
in the over-the-counter market;
through short sales of shares;
in negotiated transactions other than in such markets;
by pledge to secure debts and other obligations;
in connection with the writing of nontraded and exchange-traded put
and call options, in hedge transactions, in covering previously established
short positions and in settlement of other transactions in standardized or
over-the-counter options; or
in any combination of any of the above transactions.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixedprices. The selling stockholders may
sell their shares directly to purchasers or to or through broker-dealers, which
may act as agents or principals. The selling stockholders may compensate
broker-dealers in the form of commissions, discounts or selling concessions.
The broker-dealers may also receive compensation from any purchaser of
the shares for whom the broker-dealers acts as agent or to whom it sells as a
principal.
The selling stockholders may also resell all or a portion of
their shares in open market transactions in reliance on Rule 144 under the
Securities Act, as long as they meet the criteria and comply with the
requirements of that rule.
The selling stockholders have advised AMP that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their shares, and AMP
does not intend to enter into any arrangement with any underwriter or
coordinating broker-dealer with respect to sales of the shares by the
selling stockholders.
The selling stockholders and any broker-dealers that participate
in the distribution of their shares may be deemed to be "underwriters" within
the meaning of section 2(11) of the Securities Act. Any commissions received
by such broker-dealers and any profits realized on the resale of shares by
them may be considered underwriting discounts and commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent dealer or broker-dealer that participates in sales of the shares
against certain liabilitiesincluding liabilities arising under the Securities
Act.
The selling shareholders will be required to comply with the
prospectus delivery requirements of the Securities Act and applicable
provisions of and regulations under the Exchange Act that may limit the
timing of sales of shares.
AMP is required to pay all costs, expenses and fees incident to the
registratioof theshares, excluding fees and disbursements of counsel to the
selling stockholders,and the selling stockholders are required to pay any
brokerage commissions or similar selling expenses incurred by them in
connection with the sales of their shares.
As used in this prospectus, "selling stockholders" includes
donees, pledges, transferees or other successors-in-interest who are selling
shares they received after the date of this prospectus from a selling
stockholder named in this prospectus as a gift, pledge, partnership
distribution or other nonsale-related transfer.
Upon being notified by a selling stockholder that the selling
stockholder has entered into a material arrangement with a broker-dealer for
the sale of the selling stockholder's shares through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, we will file a supplement to this prospectus, if required
by Rule 424(b) under the Securities Act, disclosing certain information
about the arrangement and the sale of the shares involved. In addition, upon
being notified by a selling stockholder that a donee, pledgee, transferee or
other successor-in-interest intends to sell more than 500 shares, we will
file an appropriate supplement to this prospectus.
LEGAL MATTERS
Stephen B. Schneer, LLC, 605 Third Avenue, New York, NY 10158
counsel to AMP, has rendered an opinion that the common stock of AMP to be
distributed to the stockholders of eSAFETYWORLD is legally issued, fully paid
and nonassessable under Nevada law.
EXPERTS
The financial statements as of April 30, 2000 and for the period February
16, 2000 (inception) to April 30, 2000 included in this prospectus have been
so included in reliance on the report of HJ & Associates, LLC independent
certified public accountants, given on the authority of that firm as experts in
auditing and accounting.
AVAILABLE INFORMATION
AMP has filed with the SEC a registration statement on Form SB-2
with respect to the shares of AMP common stock to be received by the
stockholders of eSAFETYWORLD in the Distribution. This document does not
contain all of the information set forth in the registration statement on Form
SB-2 and the exhibits thereof, to which reference is hereby made. Statements
made in this document as to the contents of any contract, agreement or
other documents referred to herein are not necessarily complete. With respect
to each suchcontract, agreement or other documents filed as an exhibit to the
registration statement, reference is made to that exhibit and each statement
shall be deemed qualified in its entirety by that reference. The registration
statement and the exhibits thereto may be inspected and copied at the public
reference facilities maintained by the SEC as follows:
at the public reference room of the SEC, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549;
at the public reference facilities at the SEC's regional offices
located at Seven World Trade Center, 13th Floor, New York, NY 10048, or
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
IL 60661;
by writing to the SEC, Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
from the Internet site maintained by the SEC at http://www.sec.gov,
which contains reports, proxy documents and other information regarding
issuers that file electronically with the SEC.
Reports of AMP
After the Distribution, AMP will be required to comply with the
reporting requirements of the Securities Exchange Act of 1934 and, in
accordance therewith, to file reports, proxy statements and other information
with the SEC.
AMP PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
Independent Auditors'= Report
F-3
Balance Sheet
F-4
Statement of Operations
F-5
Statement of Stockholders'= DeficiencyEquity
F-6
Statement of Cash Flows
F-7
Notes to the Financial Statements
F-8
Unaudited Condensed Financial Statements- 10
INDEPENDENT AUDITORS'= REPORT
To the Board of Directors
AMP Productions, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of AMP Productions, Inc.
(a development stage company) as of April 30, 2000 and the related statements
of operations, stockholders deficiencyequity and cash flows from inception on
February 16, 2000 through April 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used andsignificant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of AMP Productions, Inc. (a
development stage company) as of April 30, 2000 and the results of its
operations and its cash flows from inception on February 16, 2000 through
April 30, 2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Companyis a development stage company with no
significant operating revenues to date, which raises substantial doubt about
its ability to continue as a going concern. Managements plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/
HJ & Associates, LLC
Salt Lake City, Utah
May 12, 2000
F-3
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
April 30,
2000
CURRENT ASSETS
Cash $ 10,000
Total Current Assets 10,000
OTHER ASSETS
Deferred offering costs (Note 5) 15,000
Total Other Assets 15,000
TOTAL ASSETS $ 1025,000
LIABILITIES AND STOCKHOLDERS'= DEFICIENCY
EQUITY
CURRENT LIABILITIES
Accrued expenses $ 15,000
Total Current Liabilities 15,000
STOCKHOLDERS'= DeficiencyEQUITY
Preferred stock at $0.001 par value; 1,000,000 shares
authorized, -0- outstanding -
Common stock at $0.001 par value; authorized 24,000,000
shares; 4,000,000 shares issued and outstanding 4,000
Additional paid-in capitall 6,000
Loss accumulated in development stage (15,000)
Total Stockholders' Deficiency= Equity (510,000)
TOTAL LIABILITIES AND STOCKHOLDERS'= DEFICIENCYEQUITY $ 1025,000
See notes to financial statements.
F-4
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Operations
From
Inception on
February 16,
2000 Through
April 30,
2000
REVENUE $ -
EXPENSES 15,000-
NET LOSS $ (15,000)-
BASIC LOSS PER SHARE $(.01)
See notes to financial statements.
F-5
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Stockholders'= DeficiencyEquity
From Inception on February 16, 2000 Through April 30, 2000
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Inception on
February 16, 2000 - - - $ -
Common stock
issued for cash
at $0.001 per share 4,000,000 4,000 6,000 -
Net loss for the
period ended
April 30, 2000 - - (15,000)
Balance,
April 30, 2000 4,000,000 $ 4,000 $ 6,000 (15,000) -
See notes to financial statements.
F-6
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
From February 16, 2000 (Inception) to April 30, 2000
From
Inception on
February 16,
2000 Through
April 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (15,000) -
Changes in operating assets and liabilities:
(Increase) decrease in deferred offering costs (15,000)
Increase (decrease) in accrued expenses 15,000
Net Cash (Used) by Operating Activities -
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 10,000
Net Cash Provided by Financing Activities 10,000
INCREASE IN CASH AND CASH EQUIVALENTS 10,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,000
Cash Paid For:
Interest $ -
Income taxes $ -
See notes to financial statements.
F-7
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000
NOTE 1 - ORGANIZATION
AMP Productions, Inc. (the "ACompany"@) was incorporated under the laws of
the State of Nevada on February 16, 2000 (inception). The Company, which has
not yet begun operations, will promote concerts, festivals and other
entertainment events.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company'=s financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscalcalendar year ending
on April 30.
b. Provision for Taxes
No provision for income taxes has been made due to the limited
activities of the Company.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving
retroactive effect to stock splits.
April 30,
2000
Numerator - loss $ -
Denominator - weighted average number of
shares outstanding 1,250,000
Loss per share $ 0.00
F-8
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000
NOTE 3 - GOING CONCERN
The Company'=s financial statements are prepared using generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and liquidationof liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. It is the
intent of the Company to complete a limited offering of its common stock. In
the interim, the shareholder of the Company have committed to meeting its
minimal operating expenses.
NOTE 4 - STOCK TRANSACTIONS
On February 16, 2000, the Board of Directors issued 2,000,000 shares of
common stock for $10,000 to the founding shareholders of the Company.
The Company has a stock option plan which expires ten years from July 15,
2000, the date adopted, and enables it to grant incentive stock options,
nonqualified options and stock appreciation rights for up to an aggregate of
1,500,000 shares of its common stock. Incentive stock options granted under
the plan must conform to applicable federal income tax regulations and have
an exercise price not less than the fair market value of shares at the date of
grant (110% of fair market value for ten percent or more stockholders). Other
options and SARs may be granted on terms determined by the board of directors
or a committee of the board of directors. No options or other awards have been
granted as of July 29, 2000.
NOTE 5- SUBSEQUENT EVENTS
Consulting Agreements
On December 2, 2000, AMP engaged eSAFETYWORLD and an affiliated venture, EB
Consulting, to provide under which those entities agreed to provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a website,
and technical assistance in implementing the use of smart cards in the
purchase of event tickets.
AMP has agreed to pay eSAFETYWORLD and EB Consulting aggregate
fees of $500,000 which at AMP's option can be satisfied by the issuance of
an aggregate of 1,500,000 shares of AMP's common stock. In February 2001,
AMP elected to issue he shares of common stock. In addition, eSAFETYWORLD is
entitled to receive an aggregate of 15% of AMP's annual pretax income as
determined in conformity with generally accepted accounting principles for a
period of three years. The agreement with eSAFETYWORLD covers three-years and
automatically rolls over for an additional one year period on each anniversary
date unless cancelled by one of the parties.
Stock Split
AMP declared a two for one stock split on January 31, 2001. All share and
per share amounts disclosed in this prospectus give retroactive effect to that
stock split.
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Balance Sheet
(unaudited)
ASSETS
April 30,
2000
CURRENT ASSETS
Cash $ 5,000
Total Current Assets 5,000
OTHER ASSETS
Deferred offering costs (Note 5) 15,000
Total Other Assets 15,000
TOTAL ASSETS $ 525,000
LIABILITIES AND STOCKHOLDERS'= DEFICIENCY
EQUITY
CURRENT LIABILITIES
Accrued expenses $ 50,000
Total Current Liabilities 50,000
STOCKHOLDERS'= DeficiencyEQUITY
Preferred stock at $0.001 par value; 1,000,000 shares
authorized, -0- outstanding -
Common stock at $0.001 par value; authorized 24,000,000
shares; 4,000,000 shares issued and outstanding 2,000
Additional paid-in capitall 8,000
Loss accumulated in development stage (55,000)
Total Stockholders' Deficiency= Equity (4510,000)
TOTAL LIABILITIES AND STOCKHOLDERS'= DEFICIENCYEQUITY $ 525,000
See notes to unaudited condensed financial statements.
F-10
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Operations
Nine Months Ended January 31, 2001
(unaudited)
REVENUE $ -
EXPENSES 40,000-
NET LOSS ACCUMULATED IN THE DEVELOPMENT STAGE (40,000)-
BASIC LOSS PER SHARE $(.01)
See notes to unaudited condensed financial statements.
F-11
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Stockholders'= DeficiencyEquity
For the Nine Months Ended January 31, 2001
(unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
May 1, 2000 4,000,000 $ 4,000 $ 6,000 $ (15,000)
Net loss
for the period ended
January 31, 2001 - - - (40,000)
Balance,
April 30,
2000 4,000,000 4,000 6,000 (55,000) -
See notes to unaudited condensed financial statements.
F-12
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Nine Months Ended January 31, 2001
(unaudited)
From
Inception on
February 16,
2000 Through
April 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (40,000)
Changes in operating assets and liabilities:
(Increase) decrease in deferred offering costs (15,000)
Increase (decrease) in accrued expenses 35,000
Net Cash (Used) by Operating Activities (5,000)
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES -
DECREASE IN CASH AND CASH EQUIVALENTS (5,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,000
Cash Paid For:
Interest $ -
Income taxes $ -
See notes to unaudited condensed financial statements.
F-13
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
NOTE 1 - ORGANIZATION
AMP Productions, Inc. (the "ACompany"@) was incorporated under the laws of
the State of Nevada on February 16, 2000 (inception). The Company, which has
not yet begun operations, will promote concerts, festivals and other
entertainment events.
The accompanying interim condensed financial statements for the nine month
period ended January 31, 2001 are unaudited and include all adjustments
considered necessary by Management for a fair presentation. The results of
operations realized during an interim period are not necessarily indicative of
results to be expected for a full year.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscalcalendar year ending on
April 30.
b. Provision for Taxes
No provision for income taxes has been made due to the limited
activities of the Company.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and iabilities at the date of the financial
statements and the reported amountsl of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period. AMP declared a two for
one stock split on January 31, 2001. All share and per share amounts
disclosed in the financial statements give retroactive effect to that stock
split.
April 30,
2000
Numerator - loss $ -
Denominator - weighted average number of
shares outstanding 1,250,000
Loss per share $ 0.00
F-14
AMP PRODUCTIONS, INC.
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. It is the intent
of the Company to complete a limited offering of its common stock. In the
interim, the shareholder of the Company have committed to meeting its minimal
operating expenses.
NOTE 4 - CONSULTING AGREEMENTS
On December 2, 2000, AMP engaged eSAFETYWORLD and an affiliated venture, EB
Consulting, to provide under which those entities agreed to provide AMP with:
administrative and customer service support;
accounting, management and financial services support,
office space and telephone services,
limited financial assistance to promote concerts,
technical assistance in designing, establishing and hosting a website,
and technical assistance in implementing the use of smart cards in the
purchase of event tickets.
AMP has agreed to pay eSAFETYWORLD and EB Consulting aggregate fees
of $500,000 which at AMP's option can be satisfied by the issuance of an
aggregate of 1,500,000 shares of AMP's common stock. In February 2001, AMP
elected to issue the shares of common stock. In addition, eSAFETYWORLD is
entitled to receive an ERROR! MAIN DOCUMENT ONLY.AGGREGATE OF 15% OF AMP'S
ANNUAL PRETAX INCOME AS DETERMINED IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES FOR A PERIOD OF THREE YEARS. THE AGREEMENT WITH
ESAFETYWORLD COVERS THREE-YEARS AND AUTOMATICALLY ROLLS OVER FOR AN ADDITIONAL
ONE YEAR PERIOD ON EACH ANNIVERSARY DATE UNLESS CANCELLED BY ONE OF THE
PARTIES.
SUBSTANTIALLY ALL ACCRUED EXPENSES REPORTED AT JANUARY 31, 2001
RELATE TO THIS AGREEMENT AND WERE FULLY SATISFIED BY THE ISSUANCE OF COMMON
STOCK.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 22. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE COMPANY HAS A PROVISION IN ITS CHARTER, BY-LAWS, OR OTHER
CONTRACTS PROVIDING FOR INDEMNIFICATION OF ITS OFFICERS AND DIRECTORS.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS OFFICERS AND
CONTROLLING PERSONS OF THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT
THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE
PAYMENT BY THE COMPANY OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER
OR CONTROLLING PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY
SUCH ACTION, SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR
CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING REGISTERED, THE
REGISTRANT WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN
SETTLED BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE
JURISDICTION THE QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION
OF SUCH ISSUE.
ITEM 23. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ESTIMATED EXPENSES PAYABLE BY THE REGISTRANT IN CONNECTION WITH THE
REGISTRATION AND DISTRIBUTION OF THE COMMON STOCK REGISTERED HEREBY ARE AS
FOLLOWS:
SEC FILING FEE $89.10
ACCOUNTING FEES 1,200.00
LEGAL AND PROFESSIONAL 7,500.00
OTHER 6,210.90
TOTAL $15,000
ITEM 24. RECENT SALES OF UNREGISTERED SECURITIES.
ALL ISSUANCES WERE UNDER SECTION 4(2) UNLESS OTHERWISE INDICATED.
THE ISSUANCES UNDER 4(2) WERE TO OFFICERS, DIRECTORS OR EMPLOYEES OR A LIMITED
NUMBER OF UNAFFILIATED PERSONS OR ENTITIES.
ITEM 25. EXHIBITS.
THE FOLLOWING EXHIBITS CAN BE FOUND AS EXHIBITS TO THE FILINGS
LISTED.
3.1 ARTICLES OF INCORPORATION
3.2 BY-LAWS
4.1 SPECIMEN OF CERTIFICATE OF COMMON STOCK
5.1 OPINION OF STEPHEN B. SCHNEER LLC *
10.7 STOCK OPTION PLAN
22.1 CONSENT OF HJ ASSOCIATES, LLC
23.2 CONSENT OF STEPHEN B. SCHNEER LLC (INCLUDED
IN EXHIBIT
5.1) *
99 LETTER TO SHAREHOLDERS
* TO BE FILED BY AMENDMENT
ITEM 26. UNDERTAKINGS.
SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, THE UNDERSIGNED REGISTRANT HEREBY
UNDERTAKES TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SUCH
SUPPLEMENTARY AND PERIODIC INFORMATION, DOCUMENTS AND REPORTS AS MAY BE
PRESCRIBED BY ANY RULE OR REGULATION OF THE COMMISSION HERETO BEFORE OR
HEREAFTER DULY ADOPTED PURSUANT TO AUTHORITY CONFERRED IN THAT SECTION.
THE REGISTRANT FURTHER UNDERTAKES:
(1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR SALES ARE BEING
MADE, A POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION STATEMENT:
(I) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION 10(A)(3) OF THE
SECURITIES ACT OF 1933;
(II) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS ARISING
AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR THE MOST RECENT
POST-EFFECTIVE AMENDMENT THEREOF) WHICH, INDIVIDUALLY OR IN THE AGGREGATE,
REPRESENT A FUNDAMENTAL CHANGEIN THE INFORMATION SET FORTH IN THE REGISTRATION
STATEMENT. NOTWITHSTANDING THE FOREGOING, ANY INCREASE OR DECREASE IN VOLUME
OF SECURITIES OFFERED (IF THE TOTAL DOLLAR VALUE OF SECURITIES OFFERED WOULD
NOT EXCEED THAT WHICH WAS REGISTERED) AND ANY DEVIATION FROM THE LOW OR
HIGH END OF THE ESTIMATED MAXIMUM OFFERING RANGE MAY BE REFLECTED IN THE FORM
OF PROSPECTUS FILED WITH THE COMMISSION PURSUANT TO RULE 424(B). IF, IN THE
AGGREGATE, THECHANGES IN VOLUME AND PRICE REPRESENT NO MORE THAN A 20% CHANGE
IN THE MAXIMUM AGGREGATE OFFERING PRICE SET FORTH IN THE "CALCULATION OF
REGISTRATION FEE" TABLE IN THE EFFECTIVE REGISTRATION STATEMENT.
(III) TO INCLUDE ANY MATERIAL INFORMATION WITH RESPECT TO THE PLAN
OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED IN THE REGISTRATION STATEMENT OR
ANY MATERIAL CHANGE TO SUCH INFORMATION IN THE REGISTRATION STATEMENT.
(2) THAT, FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER THE
SECURITIES ACT OF 1933, EACH SUCH POST-EFFECTIVE AMENDMENT SHALL BE DEEMED TO
BE A NEW REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED THEREIN,
AND THE OFFERING OF SUCH SECURITIES AT THAT TIME SHALL BE DEEMED TO BE THE
INITIAL BONA FIDE OFFERING THEREOF.
(3) TO REMOVE FROM REGISTRATION BY MEANS OF A POST-EFFECTIVE
AMENDMENT ANY OF THE SECURITIES BEING REGISTERED WHICH REMAIN UNSOLD AT THE
TERMINATION OF THE OFFERING.
(4) INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING
PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE,
THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT THAT A
CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT
BY THE REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR
CONTROLLING PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION,
SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING
PERSON IN CONNECTION WITH THE SECURITIES BEING REGISTERED, THE REGISTRANT
WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY
CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE
QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH
ISSUE.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS SB-2 REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN SALT LAKE CITY,
STATE OF UTAH, ON THE _8__TH DAY OF JUNEAPRIL, 2001.
AMP PRODUCTIONS, INC.
BY /S/ DAVID BROWN
------------------------------------
DAVID BROWN, PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
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/S/ EDWARD A. HEIL DIRECTOR APRIL 9, 2001
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EDWARD A. HEIL
/S/ R. BRET JENKINS DIRECTOR APRIL 9, 2001
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R. BRET JENKINS
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
AMP PRODUCTIONS, INC.
KNOW ALL BY THESE PRESENTS:
That the undersigned does hereby associate themselves, desiring to be
incorporated as a corporation in accordance with the laws of the State of
Nevada and hereby certify and adopt the following Articles of Incorporation,
the terms whereof have been agreed upon to be equally obligatory upon the
party signing this instrument and all others who may from time to time
hereinafter become members of this corporation andwho may hold stock therein.
ARTICLE I
The name of the corporation is: AMP Productions, Inc.
ARTICLE II
The name and address of the resident agent of the corporation is:
NEVADA CORPORATE CENTER
2775 Old Highway 40/ Box 1450
Verdi, Nevada 89439
Principal and branch offices may hereinafter be established at such place
or places, either within or without the State of Nevada as may from time to
time be determined by the Board of Directors.
ARTICLE III
The nature and purpose of this business shall be to conduct any lawful
activity as governed by the laws of the State of Nevada.
ARTICLE IV
(a) The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
Common 24,000,000 $.001
Preferred 1,000,000 $.001
(b) The designations and the powers, preferences and rights, and the
qualifications and restrictions thereof are as follows:
(1) The Preferred Shares shall be issued from time to time in one or more
series, with such distinctive serial designations as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
shares from time to time adopted by Board of Directors; and in such resolution
or resolutions providing for the issue of shares of each particular series,
the Board of Directors is expressly authorized to fix the annual rate or rates
of dividends for the particular series; the dividend payment dates for the
particular series and the date from which dividends on all shares of such
series issued prior to the record date for the first dividend payment date
shall be cumulative; the redemption price or prices for the particular
series; the voting powers for the particular series, the rights, if any,
of holders of the shares of the particular series to convert the same into
shares of any other series or class or other securities of the corporation,
with any provisions for the subsequent adjustment of such conversion rights;
and to classify or reclassify any unissued preferred shares by fixing or
altering from time to time any of the foregoing rights, privileges and
qualifications.
(2) All the Preferred shares of any one series shall be identical with
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon
shall be cumulative; and all Preferred shares shall be of equal rank,
regardless or series, and shall be identical in all respects except as to the
particulars fixed by the Board as hereinabove provided or as fixed herein.
(c) No holder of any of the shares of any class of the Corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class of the Corporations which the Corporation proposes to
issue or any rights or options which the Corporation proposes to grant for
the purchase of shares of any class of the Corporation or for the purchase of
any shares, bonds, securities, or obligations of the Corporations which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation;
and any and all of such shares, bonds, securities, or obligations of the
Corporation, whether now or hereafter authorized or created may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of
Directors in its discretion may determine, without first offering the same,
or any thereof, to any said holder. (d) The capital stock of this
corporation shall be nonassessable and shall not be subject to assessment to
pay the debts of the corporation.
ARTICLE V
Members of the governing Board shall be known and styled as ADirectors@ and
the number thereof shall be one (1) and may be increased or decreased from
time to time pursuant to the By-Laws. The name and address of the first Board
of Directors is as follows:
R. Bret Jenkins
4516 South 700 East, #100
Salt Lake City, Utah 84107
The officers of the corporation shall be a President, Vice President,
Secretary, and Treasurer. The corporation may have such additional officers
as may be determined from time to time in accordance with the By-Laws. The
officers shall have the powers,perform the duties, and be appointed as may be
determined in accordance with the By-Laws and laws of the State of Nevada.
Any person may hold two (2) or more offices in said corporation.
ARTICLE VI
The corporation shall have perpetual succession by its corporate name and shall
have all the powers herein enumerated or implied herefrom and the powers now
provided or which may hereinafter be provided by law for corporations in the
State of Nevada.
ARTICLE VII
No stockholder shall be liable for the debts of the corporation beyond the
amount which may be due or unpaid upon any share or shares of stock of said
corporation owned by that person.
ARTICLE VIII
Each shareholder entitled to vote at any election for directors shall have the
right to vote, in person or by proxy, the number of share owned by such
shareholde rfor each director to be elected. Shareholders shall not be
entitled to cumulate their votes.
ARTICLE IX
The Directors shall have the powers to make and alter the By-Laws of the
corporation. By-Laws made by the Board of Directors under the powers so
conferred may be altered, amended, or repealed by the Board of Directors or
by the stockholders at any meeting called and held for that purpose.
ARTICLE X
The corporation specifically elects not to be governed by NRS 78.411 to NRS
78.444 inclusive and successor statutory provisions.
ARTICLE XI
The corporation shall indemnify all directors, officers, employees, and agents
to the fullest extent permitted by Nevada law as provided within NRS 78.751
or any other law then in effect or as it may hereafter be amended.
The corporation shall indemnify each present and future director, officer,
employee, or agent of the corporation who becomes a party or is threatened to
be made a party to any suit or proceeding, whether pending, completed, or
merely threatened, and whether said suit or proceeding is civil, criminal,
administrative, investigative, or otherwise, except an action by or
in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including but not limited to attorneys= fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit, or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The expenses of directors and officers incurred in
defending a civil or criminal aciton, suit, or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit, or proceeding if and only if the director or officer
undertakes to repay said expenses to the corporation if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The indemnification and advancement of
expenses may not be made to or on behalf of any director or officer if a final
adjudication establishes that the director=s of officer=s acts or omission
involved intentional misconduct, fraud, or a knowing violation of the law and
was material to the cause of action.
ARTICLE XII
The name and address of the incorporator of this corporation is:
Cammie Warburton 2775 Old Highway 40/Box 1490 Verdi, Nevada 89439
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation of AMP Productions, Inc.
Cammie Warburton
BYLAWS
OF
AMP PRODUCTIONS, INC.
ARTICLE I - IDENTIFICATION
1. Name of Corporation: The name of the Corporation is AMP Productions, Inc.
2. Address: The address of the Corporation's registered office is Nevada
Corporate 2775 Old Highway 40/Box 1490 Verdi, Nevada 89439, and the name of
the registered agent at such address is Nevada Corporate Center.
3. Fiscal Year: The fiscal year of the Corporation shall be on a
calendar-year basis commencing on the first day of January, each year, and
ending on the last day of December of the same calendar year.
ARTICLE II - MEETINGS OF SHAREHOLDERS
1. Annual Meeting: The annual meeting of the Stockholders for the election of
Directors and for the transaction of such other business as may lawfully come
before the meeting shall be held during each calendar year at a reasonable
time, date and place to be fixed by the President or Board of Directors.
Failure to hold the annual meeting shall not work a forfeiture or dissolution of
the Corporation.
2. Special Meetings: Special meetings of the Stockholders may be called for
any reasonable time and place by the President, the Board of Directors or the
holders of not less than thirty percent (30%) of all of the issued and
outstanding shares entitled to vote at the meeting.
3. Notice of Shareholders' Meetings: Written or printed notice stating the
place, da yand hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten (10) nor more than fifty (50) days before the date f the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
addressed to the Shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
4. Quorum: At any meeting of the Stockholders, the representation in person
or by proxy of the majority of the capital stock issued and outstanding on the
books of the Corporation shall be necessary to hold such meeting and such
majority shall constitute a Quorum for all purposes, unless a greater number
is required by law. If the holders of the amount of stock necessary to
constitute a Quorum shall fail to attend in person or by proxy at the time and
place fixed by notice as above provided, for either annual or special
meetings, a vote of a majority of the stock present in person or by proxy may
adjourn the meeting, until holders of the amount of stock requisite to
constitute a Quorum shall be present, at which time any business may be
transacted which might have been transacted at the meeting as originally
notified.
5. Voting: The voting shall be oral or by ballot as the meeting shall
determine unless a different vote is required by law. A majority of the votes
cast on any motion shall carry that motion, and in the case of an election,
shall elect the person nominated. Voting by proxy duly given in writing
shall be allowed on all matters, including amendments to the Articles of
Incorporation. On each matter submitted at the meeting, each Shareholder shall
be entitled to one vote for each share of stock held by him as shown by the
books of the Corporation at the close of business on a day preceding the
meeting, which day shall be fixed by the Board of Directors and which day
shall not be more than fifty (50) nor less than ten (10) days prior to the
date of the meeting.
Treasury shares shall not be voted at any meeting or counted in determining
the total number of outstanding shares at any given time.
Shareholder may vote either in person or by proxy executed in writing by the
Shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
At each election for Directors, every Shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected
and for whose election he has a right to vote. A Stockholder may not
accumulate his votes for one or more Directors.A Shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledge; thereafter, the pledgee shall be
ntitled tovote the shares so transferred.
6. Waiver: Any Stockholder may waive notice of any meeting by writing,
signed by him or his duly authorized attorney, either before or after the
meeting.
7. Informal Action by Stockholders: Any action required to be taken at a
meeting of the Shareholders, or any required to be taken at a meeting of the
Shareholders, or any other action which may be taken at a meeting of the
Shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Shareholders
entitled to vote with respect to the subject matter thereof.
Failure to comply with the requirements of this paragraph shall not invalidate
any action taken at such meeting.
ARTICLE III - BOARD OF DIRECTORS
1. Number, Term, Election and Authority: The affairs of the Corporation
shall be managed by a Board of not less than three (3) Directors or more than
nine (9) Directors. At the annual meeting of the Shareholders, the
Shareholders shall elect Directors t hold office until the next succeeding
annual meeting. Each Director shall hold office for the term for which he
is elected and until his successor shall have elected and qualified. If for
any reason such Directors shall not be elected at the annual meeting of the
Stockholders which is called and held forthat purpose. The number of
Directors may be increased or decreased from time to time by amendment of
these Bylaws. The Directors shall act only as a Board: the individual
Director shall have no power as such.
2. Vacancies: Any vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majority of the remaining Directors, though less
than a Quorum of the Board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of D
irectors shall be filled by the Board of Directors, such appointment to be
until the next annual meeting or a special meeting of the Stockholders called
for the purpose of electing a Director to the office so created. Any
directorship to be filled by reason of the removal of one or more Directors by
the Shareholders may be filled by election by the Shareholders at the meeting
at which the Director or Directors are removed.
3. Removal of Directors: One or more Directors or the entire Board of
Directors may be removed, with or with out cause, by a majority vote of a
Quorum of Stockholders at a regular or special meeting of the Stockholders.
4. Place of Meeting: The Directors may hold their meetings at the main
office of the Corporation, or at such place or places as the Board from time
time may determine.
5. Special Meetings: Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board of Directors, by the President or
by a majority of the Board of Directors at that time in office. The Chairman
of the Board of Directors, President or Secretary shall give notice of such
special meeting by mailing the same at least five (5) days before
the meeting or telegraphing or telephoning the same at least three (3) days
before the meeting to each Director, but such notice may be waived by any
Director. At all meetings of the Board of Directors, each Director present,
whether or not he is acting as Chairman of the meeting, shall have one vote.
Voting by proxy shall not be allowed.
Whenever all Directors entitled to vote at any meeting consent, either in
writing on the records of the meeting, by filing a waiver with the Secretary,
by presence at such meeting, by oral consent entered on the minutes or by
taking part in the deliberation at such meeting without objecting to the
holding of such meeting, then such meeting and the action taken thereat shall
be as valid as if the meeting had been regularly called and noticed.
Furthermore, any business may be transacted at such meeting that could be
transacted at a regularly-called meeting with notice; and if any meeting
is irregular for want of notice or of such consent, the proceedings of such
meeting may be ratified and approved and rendered likewise valid, provided a
Quorum was present at such meeting. However, the irregularity or defect
therein waived by writing shall be signed by all Directors having the right
to vote at such meeting. Any Directors' meeting may be held without notice.
Attendance of a Director at meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board o fDirectors need
be specified in notice or waiver of notice of such meeting.
6. Quorum: A majority of the Board of Directors in office at the time shall
constitute a Quorum for the transaction of business, but if at any meeting of
the Board there shall be fewer than a Quorum present, a majority of those
present may adjourn the meeting from time to time without notice, other than
by announcement of the meeting, until a Quorum shall be present.
7. Acting Outside Meeting: Any action of a majority of the Board of Directors,
although not at a regularly-called meeting, and the record thereof as assented
to in writing by all of the other members of the Board, shall always be as
valid and effective in all respects as if passed by the Board in a regular
meeting.
8. Designation of Depositories: Such bank or trust company as the Board may
choose from time to time shall be the depository of the money or securities of
the Corporation.
ARTICLE IV - OFFICERS
1. Officers: The officers of the Corporation shall consist of a Chairman of
the Board of Directors, a President, a Vice-President, a Secretary and a
Treasurer, who shall be chosen by the Board of Directors in any regularly-
called Directors' meeting. One person may not hold more than one office,
except the same person may serve as Chairman of the Board and at the same
time act in another official capacity. The same person may hold both offices
of Secretary and Treasurer. The Board of Directors may, in their discretion,
create such other offices and appoint such other officers and agents as it
desires. All officers, agents and employees of the Corporation shall be
subject to removal at any time by the affirmative vote of a majority of the
whole Board of Directors.
2. Powers and Duties of the Chairman of the Board of Directors: He shall
preside at all meetings of Directors and Shareholders of the Corporation. He
may call meetings of the Board of Directors from time to time. The Chairman
shall also perform such othe rduties as may be assigned to him by the Board
of Directors.
3. Powers and Duties of the President: The President shall be the chief
executive officer of the Corporation. He may sign and execute all authorized
contracts or obligations in the name of the Corporation, with the Secretary or
an Assistant Secretary, may sign all certificates of the shares of the capital
stock of the Corporation. He shall do and perform such other duties as may from
time to time be assigned to him by the Board of Directors.
4. Powers and Duties of the Vice-President: The Vice-President shall possess
the power and may perform the duties of the President in his absence or
disability. The Vice-President shall perform such other duties as may be from
time to time assigned to him by the Board of Directorsor President.
5. Powers and Duties of the Secretary: The Secretary shall keep the minutes
of all meetings of the Board of Directors and of all meetings of Stockholders.
He shall attend to the giving and serving of notices of the Corporation; he
may sign with the President, in the name of the Corporation, all contracts
authorized by the Board of Directors; and when so ordered by the Board
of Directors, he shall affix the seal of the Corporation thereto. The
Secretary shall, with the President or Vice-President sign all certificates of
the shares of the capital stock of the Corporation. He shall do and perform
such other duties as may be assigned from time to time by the Board of
Directors or President.
6. Powers and Duties of the Assistant Secretary: Each Assistant Secretary, if
appointed, shall have such powers and shall perform such duties as may be
assigned to him by the Board of Directors, President or Secretary.
7. Powers and Duties of the Treasurer: The Treasurer shall have the custody
of all funds and securities of the Corporation which may have come into his
hands. When necessary or proper, he shall endorse for collection, on behalf
of the Corporation, checks, notes and other obligations and shall deposit the
same to the credit of the Corporation in such bank or banks or depository as
the Board of Directors may designate. He shall sign all receipts and
vouchers for payments made to the Corporation jointly with such other officers
as may be designated by the Bylaws or by resolution of the Board of Directors.
He shall perform such other acts and duties as may be assigned to him by the
Board of Directors or President.
ARTICLE V - VOTING OF STOCK
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority in behalf of the Corporation to attend and to act and
to vote at any meeting of the Stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation may have
possessed and exercised if present. The Board of Directors, by resolution,
may from time to time confer such powers upon any other person or persons.
ARTICLE VI - CAPITAL STOCK
1. Certificate of Shares: Each holder of stock of the Corporation shall be
entitled to a stock certificate signed by the President or a Vice-President,
and also by the Secretary or and Assistant Secretary, duly authorized by the
Board of Directors to do so.
2. Transfer of Shares: Shares of the capital stock of the Corporation shall be
transferred only on the books of the Corporation at the instance of the holder
thereof in person, or by his attorney, upon surrender and cancellation of
certificates for a like number of shares.
The delivery of a certificate of stock in this Corporation to a bona fide
purchaser or pledgee for value, together with a written transfer of the
same or a written power of attorney to sell, assign and transfer the same,
signed by the owner of the certificate, shall be a sufficient delivery to
transfer the title against all persons except the Corporation, provided all
provisions of the Stock Buyand Sell Agreement in force at the time have been
complied with. No transfer of stock shall be valid against the Corporation
until it shall have been registered upon the books of the Corporation.
The Corporation shall be entitled to treat the holder of record of any shares
as the holder in fact thereof, and accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such hares on the
part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of this state.
ARTICLE VII - DIVIDENDS AND WORKING CAPITAL
1. Dividends: Dividends may be declared by the Board of Directors from time
to time out of the net earnings or from the surplus of its assets over its
liabilities, but not otherwise. When the Directors shall so determine,
dividends may be paid in stock.
2. Working Capital: Before payment of any dividend or making any
distribution of profits, there may be set aside out of the net profits of the
Corporation such sum or sums as the Directors may from time to time in their
discretion think proper as a working capital or as a reserve fund to meet
contingencies and emergencies, and from time to time the Board of Directors
may increase, diminish and vary such working capital or such reserve fund in its
absolute judgment and discretion.
ARTICLE VIII - CHECKS, NOTES AND EVIDENCE OF INDEBTEDNESS
Disbursements shall be made by checks, all of which shall be signed as
determined by the Board of Directors. Bills receivable, drafts and other
evidences of indebtedness tot he orporation shall be endorsed for the purpose
of discount or collection by the President or such other office or officers of
the Corporation as the Board of Directors shall fromtime to time, by resolution,
designate. No bonds, notes or other evidence of indebtedness shall be
executed by or on behalf of the Corporation unless the Board of Directors
shall expressly authorize the same.
ARTICLE IX - INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact the he is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment,order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, had not reasonable
cause to believe that his conduct was unlawful.
ARTICLE X - AMENDMENT
These Bylaws and any other Bylaws may be adopted, amended or repealed either by
the Shareholders or by the Board of Directors, except that:
1. The Board of Directors shall not alter or repeal any Bylaw which the
Stockholders have specifically precluded the Directors from altering or
repealing.
2. No Bylaw shall be adopted by the Directors which shall require more than a
majority of the voting shares for a Quorum at a meeting of Shareholders, or
more than a majority of the votes cast to constitute action by the
Shareholders, except where higher percentages are required by law.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of AMP Productions, Inc.;
and,
2. That the foregoing Bylaws, comprising nine(9) pages, constitute the Bylaws
of saidCorporation as duly adopted at a meeting of the Board of directors
thereof duly held on the 16 day of February, 2000.
_____/s/___________________
Secretary
FORM OF COMMON STOCK CERTIFICATE
EXHIBIT 4.1
Number Shares
/---------/ /--------/
AMP Productions, Inc.
AUTHORIZED COMMON STOCK: 24,000,000 SHARES
PAR VALUE: $.001
THIS CERTIFIES THAT
---------------------------------------------
IS THE RECORD HOLDER OF
Shares of AMP Productions, Inc. Common Stock transferable on the
books of the Corporation in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
- -------------------------- -----------------------------
Secretary President
AMP Productions, Inc.
CORPORATE
SEAL
NEVADA
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving
bank), or a trust company. The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common unif gift min act-
......Custodian.........
TEN ENT - as tenants by the entireties (Cust (Minor)
JF TEN - as joint tenants with right under Uniform Gifts to
of survivorship and not as Minors Act ...........
tenants in common (State)
Additional abbreviations may also be used though not in the above list
For Value Received, ____________ hereby sell, assign and
transfer unto (Please insert Social Security or Other Identifying
Number of Assignee)
--------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code of Assignee)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
_____________________________________________________________Shares of
the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
____________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _______________________
- ------------------------------------------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement or any change whatever
Exhibit 10.7
AMP PRODUCTIONS, INC.
2000 STOCK INCENTIVE PLAN
1. Purpose.
The purpose of this Plan is to enable AMP Productions, Inc. and its
affiliates to recruit and retain capable employees for the successful conduct
of its business and to provide an additional incentive to directors, officers
and other eligible key employees, consultants and advisors upon whom
rest major responsibilities for the successful operation and management of the
Company and its affiliates.
2. Definitions.
For purposes of the Plan:
2.1 "Adjusted Fair Market Value" means, in the event of a
Change in Control, the greater of (i) the highest price per Share of Common
Stock paid to holders of the Shares of Common Stock in any transaction (or
series of transactions) constituting or resulting in a Change in Control or
(ii) the highest Fair Market Value of a Share during the ninety (90) day
period ending on the date of a Change in Control.
2.2 "Affiliate Corporation" or "Affiliate" shall mean any
corporation, directly or indirectly, through one of more intermediaries,
controlling, controlled by or under common control with the Company.
2.3 "Agreement" means the written agreement between the
Company and an Optionee evidencing the grant of an Award.
2.4 "Award" means an Incentive Stock Option, Nonqualified
Stock Option or Stock Appreciation Right granted or to be granted pursuant to
the Plan.
2.5 "Board" means the Board of Directors of the Company.
2.6 "Cause" means:
(a) Solely with respect to Nonemployee Directors, the
commission of an act of fraud or an act of embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any Affiliate, and
(b) For all other purposes, unless otherwise defined in the
Agreement evidencing a particular Award, an Optionee (other than a Nonemployee
Director) (i) intentional failure to perform reasonably assigned duties, (ii)
dishonesty or willful misconduct in the performance of duties, (iii)
involvement in a transaction in connection with the performance of duties
to the Company which transaction is adverse to the interests of the Company
and which is engaged in for personal profit, or (iv) willful violation of any
law, rule or regulation in connection with the performance of duties (other
than traffic violations or similar offenses).
2.7 "Change in Capitalization" means any increase or reduction
in the Number of Shares, or any change (including, but not limited to, a
change in value) in the Shares or exchange of Shares for a different number or
kind of shares or other securities of the Company, byreason of a
reclassification, recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issuance of warrants or rights or debentures, stock
dividend, stock split or reverse stock split, combination or exchange of
shares, repurchase of shares, change in corporate structure or otherwise.
2.8 A "Change in Control" shall mean the occurrence during the
term of the Plan of either of any "person" (as such term is used in Section
13(c) and 14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of Securities of the Company
representing 50% or more of the total voting power represented by the
Company's then outstanding voting securities, except that the issuance of shares
of Common Stock in a public offering made pursuant to the Securities Act of
1933, as amended shall not constitute a Change of Control.
2.9 "Code" means the Internal Revenue Code of 1986, as amended.
2.10 "Committee" means a committee, as described in Section 3.1,
appointed by the Board to administer the Plan and to perform the functions set
forth herein.
2.11 "Company" means AMP Productions, Inc (including any and all
subsidiaries currently existing or hereafter acquired or established).
2.12 "Director Option" means an Option for Shares, Stock
Appreciation Rights or Units granted pursuant to Section 6.
2.13 "Disability" means a physical or mental infirmity which
impairs an Optionee's ability to perform substantially his or her duties for a
period of one hundred eighty (180) consecutive days.
2.14 "Disinterested Director" means a director of the Company
who is "disinterested" within the meaning of Rule 16b-3 under the Exchange Act.
2.15 "Eligible Individual" means any director (other than a
Nonemployee Director), office ror employee of, or consultant or advisor to,
the Company or an Affiliate who is receiving cash compensation and who is
designated by the Committee as eligible to receive Awards subject to the
conditions set forth herein.
2.16 "Employee Option" means an option granted pursuant to
Section 5.
2.17 "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
2.18 "Fair Market Value" on any date means the average of the
high and low sales prices of the Shares on such date on the principal
securities exchange on which such Shares are listed, or if such Shares are not
so listed or admitted to trading, the arithmetic mean of the per Share closing
bid price and closing asked price per Share on such date as quoted on the
quotation system of the Nasdaq Stock Market, Inc. or such other market in
which such prices are regularly quoted, or, if there have been no published
bid or asked quotations with respect to Shares on such date, the Fair Market
Value as established by the Board in good faith and, in the case of an
Incentive Stock Option, in accordance with Section 422 of the Code.
2.19 "Incentive Stock Option" means an Option satisfying the
requirements of Section 422 of the Code and designated by the Committee as an
Incentive Stock Option.
2.20 "Nonemployee Director" means a director of the Company who
is not an employee of the Company or an Affiliate.
2.21 "Nonqualified Stock Option" means an Option which is notan
Incentive Stock Option.
2.22 "Option" means a Nonqualified Stock Option, an Incentive
Stock Option, a Director Option, an Employee Option or any or all of them.
2.23 "Optionee" means a person to whom an Option is being
granted under the Plan.
2.24 "Outside Director" means a director of the Company who is
an "outside director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.
2.25 "Parent" means any corporation which is a parent
corporation (within the meaning of Section 424(e) of the Code) with respect to
the Company.
2.26 "Plan" means The SL Group, Inc. 1999 Stock Option Plan.
2.27 "Pooling Transaction" means an acquisition of the Company
in a transaction which is intended to be treated as a "pooling of interests"
under generally accepted accounting principles as defined in Opinion No. 16 of
the Accounting Principles Board and the amendments thereto.
2.28 "Shares" means the common stock, par value $.001 per
share, of the Company and any securities or other consideration issuable in
respect of Shares in connection with a Change in Capitalization or Change in
Control.
2.29 "Stock Appreciation Right" or "SARs" means a right to
receive all or some portion of the increase in the value of the Shares as
provided in Section 8 hereof.
2.30 "Subsidiary" means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) with respect to
the Company.
2.31 "Successor Corporation" means a corporation, or a parent
or subsidiary thereof within the meaning of 424(a) of the Code, which issues
or assumes a stock option in a transaction to which Section 424(a) of the Code
applies.
2.32 "Ten Percent Stockholder" means an Eligible Individual,
who, at the time an Incentive Stock Option is to be granted to him or her owns
(within the meaning of Section 422(b) (6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, or of a Parent or a Subsidiary thereof.
3. Administration.
3.1 The Plan shall be administered by the Committee which shall
hold meeting sat such times as may be necessary for the proper administration
of the Plan. The Committee shall keep minutes of its meetings. A quorum
shall consist of not fewer than two (2) members of the Committee and a
majority of a quorum may authorize any action. Any decision or determination
reduced to writing and signed by a majority of all of the members shall be as
fully effective as if made by a majority vote at a meeting duly called and
held. The Committee shall consist of at least two (2) directors of the
Company. If the Board of Directors has any Disinterested Directors or Outside
Directors, at least one such Disinterested or Outside Director shall be on the
Committee. No member of the Committee shall be liable for any action,
failure to act, determination or interpretation made in good faith with
respect to this Plan or any transaction hereunder, except for liability
arising from his or her own willful misfeasance, gross negligence or reckless
disregard of his or her duties. The Company hereby agrees to indemnify each
member of the Committee for all costs and expenses and, to the extent
permitted by applicable law, any liability incurred in connection with
defending against, responding to, negotiating for the settlement of or
otherwise dealing with any claim, cause of action or dispute of any kind
arising in connection with any actions in administeringthis Plan or in
authorizing or denying authorization to any transaction hereunder.
3.2 Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time to:
(a) determine those Eligible Individuals to whom Employee
Options shall be granted under the Plan and the number of Employee Options to
be granted and to prescribe the terms and conditions (which need not be
identical) of each such Employee Option, including the purchase price
per Share subject to each Employee Option, and make any amendment or
modification to any Option Agreement consistent with the terms of this Plan;
(b) construe and interpret the Plan and the Options
granted hereunder and to establish, amend and revoke rules and regulations
for the administration of the Plan, including, but not limited to, correcting
any defect or supplying any omission, or reconciling any inconsistency
in the Plan or in any Agreement, in the manner and to the extent it shall deem
necessary or advisable so that the Plan complies with applicable law,
including Rule 16b-3 under the Exchange Act and the Code to the extent
applicable, and otherwise to make the Plan fully effective. All decisions and
determinations by the Committee or the exercise of this power shall be final,
binding and conclusive upon the Company, its Affiliate Corporations, the
Options, and all other persons having any interest therein;
(c) determine the duration and purposes for leaves of
absence which may be granted to an Optionee on an individual basis without
constituting a termination of employment or service for purposes of this Plan;
(d) exercise its discretion with respect to the powers and
rights granted to it as set forth in the Plan; and
(e) exercise such powers and perform such acts as it deems
necessary or advisable to promote the best interests of the Company with
respect to the Plan.
4. Stock Subject to the Plan.
4.1 The maximum number of Shares that may be made the subject of
Options granted under the Plan is 1,500,000. Upon a Change in Capitalization
the maximum number of Shares shall be adjusted in number and kind pursuant to
Section 11. The Company shall reserve for purposes of the Plan, out of its
authorized but unissued Shares or out of Shares held in the Company's
treasury, or partly out of each, such number of Shares as shall be determined
by the Board.
4.2 Upon the granting of an Option, the number of Shares available
under Section 4.1 for the granting of further Options shall be reduced by the
number of shares subject to such Option granted. Whenever any outstanding
Option or portion thereof expires,is canceled or is otherwise terminated for
any reason without having been exercised or payment having been made in
respect of the entire Option, the Shares allocable to the expired, canceled or
otherwise terminated portion of the Option may again be the subject of Options
granted hereunder.
5. Option Grants for Eligible Individuals.
5.1 Authority of Committee. Subject to the provisions of the
Plan, the Committee shall have full and final authority to select those
Eligible Individuals who will receive Employee Options, the terms and
conditions of which shall be set forth in an Agreement.
5.2 Purchase Price. The purchase price or the manner in which the
purchase price is to be determined for Shares under each Employee Option shall
be determined by the Committee and set forth in the Agreement; provided,
however, that the purchase price per Share under each Incentive Stock Option
shall not be less than 100% of the Fair Market Value of a Share on the date
the Incentive Stock Option is granted (110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder).
5.3 Maximum Duration. Employee Options granted hereunder shall be
for such term as the Committee shall determine, provided that an Incentive
Stock Option granted hereunder shall not be exercisable after the expiration
of ten (10) years from the date it is granted (five (5) years in the case of
an Incentive Stock Option granted to a Ten-Percent Stockholder), and a
Nonqualified Stock Option shall not be exercisable after the expiration of
ten (10) years from the date it is granted. The Committee may, subsequent to
the granting of any Employee Option, extend the term thereof but in no event
shall the term as so extended exceed the maximum term provided for in the
preceding sentence.
5.4 Vesting. Subject to Section 7.5 hereof, each Employee Option
shall become exercisable in such installments (which need not be equal) and at
such times as may be designated by the Committee and set forth in the
Agreement. To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Employee Option expires. The Committee may
accelerate the exercisability of any Option or portion thereof at any time.
5.5 Modification. No modification of an Employee Option shall
adversely alter or impair any rights or obligations under the Employee Option w
ithout the Optionee's consent.
6. Option Grants for Nonemployee Directors.
6.1 Purchase Price. The purchase price for Shares or SARs under
each Director Option shall be not less than to 100% of the Fair Market Value
of such Shares on the date immediately preceding the date of the grant unless
specifically determined to be otherwise by the Committee.
6.2 Vesting. Subject to Sections 6.3 and 7.5 each Director
Option shall become exercisable within four (4) equal annual installments
beginning on the date of grant; provided, however, that the Optionee continues
to serve as a Director as of such dates. If an Optionee ceases to serve as a
Director for any reason, the Optionee shall have no rights with respect to
that portion of a Director Option which has not then vested pursuant to the
preceding sentence and the Optionee shall automatically forfeit that portion
of the Director Option which remains unvested.
6.3 Limitations on Amendment. The provisions in this Section 6
and Section 7.1 shall not be amended more than once every six (6) months,
other than to comport with changes in the Code or the rules and regulations
thereunder.
7. Terms and Conditions Applicable to All Options.
7.1 Duration. Each Option shall terminate on the date which is
the tenth anniversary of the grant date, unless terminated earlier as follows:
(a) If an Optionee's employment or service terminates for any
reason other than Disability, death or Cause, the Optionee may for a period
of three (3) months after such termination exercise his or her Option to the
extent, and only to the extent, such Option or portion thereof was vested and
exercisable as of the date of the Optionee's employment or service terminated,
after which time the Option shall automatically terminate in full.
(b) If an Optionee's employment or service terminates by
reason of the Optionee's Disability, the Optionee may, for a period of one (1)
year after such termination, exercisehis or her Option to the extent, and only
to the extent, such Option or portion thereof was vested and exercisable as of
the date the Optionee's employment or service terminated, after which time the
Option shall automatically terminate in full.
(c) If an Optionee's employment or service terminates for
Cause, the Option granted to the Optionee hereunder shall immediately terminate
in full and no rights thereunder may be exercised.
(d) If an Optionee dies while employed or in the service of
the Company or an Affiliate or within the three (3) month or twelve (12) month
period described in clause (a) or (b), respectively, of this Section 7.1 the
Option granted to the Optionee may be exercised at any time within twelve
(12) months after the Optionee's death by the person or persons to whom such
rights under the Option shall pass by will, or by the laws of descent and
distribution, after which time the Option shall terminate in full; provided,
however, that an Option may be exercised to the extent, and only to the
extent, such Option or portion thereof was exercisable on the date of death
or earlier termination of the Optionee's services as a Director.
Notwithstanding clauses (a) through (d) above, the Agreement evidencing the
grant of an Employee Option may, in the Committee's sole and absolute
discretion, set forth additional or different terms and conditions applicable
to Employee Options upon a termination or change in status of the employment
or service of an Eligible Individual. Such terms and conditions may be
determined at the time the Employee Option is granted or thereafter.
7.2 Non-transferability. No Option granted hereunder shall be
transferable by the Optionee to whom granted except by will or the laws of
descent and distribution, and an Option may be exercised during the lifetime
of such Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
7.3 Method of Exercise. The exercise of an option shall be made
only by a written notice delivered in person or by mail to the Secretary or
Chief Financial Officer of the Company at the Company's principal executive
office, specifying the number of Shares to be purchased and accompanied by
payment therefor and otherwise in accordance with the Agreement pursuant to
which the Option was granted. The purchase price for any Shares purchased
pursuant to the exercise of an Option shall be paid in full in cash upon such
exercise. Notwithstanding the foregoing, the Committee shall have discretion
to determine at the time of grant of each Employee Option or at any later date
(up to and including the date of exercise) that the form of payment
acceptable in respect of the exercise of such Employee Option may consist of
either of the following (or any combination thereof): (i) cash or (ii) the
transfer of Shares to the Company upon such terms and conditions as determined
by the Committee. The Optionee shall deliver the Agreement
evidencing the Option to the Secretary or Chief Financial Officer of the
Company who shall endorse thereon a notation of such exercise and return
uch Agreement to the Optionee. No fractional Shares (or cash in lieu thereof)
shall be issued upon exercise of an Option and thenumber of Shares that may
be purchased upon exercise shall be rounded to the nearest number of whole
Shares.
7.4 Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
the Company shall have issued and delivered the Shares to the Optionee and
(iii) the Optionee's name shall have been entered as a stockholder of record
on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such Shares, subject to
such terms and conditions as may be set forth in the applicable Agreement.
7.5 Effect of Change in Control. In the event of a Change in
Control, all Options outstanding on the date of such Change in Control shall
become immediately and fully vested and exercisable. In addition, to the
extent set forth in an Agreement evidencing the grant of an Employee Option,
an Optionee will be permitted to surrender for cancellation within sixty (60)
days after such Change in Control, any Employee Option or portion of an
Employee Option to the extent not yet exercised and the Optionee will be
entitled to receive a cash payment in an amount equal to the excess, if any of
(x) (A) in the case of a Nonqualified Stock Option, the greater of (1) the Fair
Market Value, on the date preceding the date of surrender, of the Shares
subject to the Employee Option or portion thereof surrendered or (2) the
Adjusted Fair Market Value of the Shares subject to the Employee Option or
portion thereof surrendered or (B) in the case of an Incentive Stock Option, the
Fair Market Value, on the date preceding the date of surrender, of the Shares
subject to the Employee Option or portion thereof surrendered, over (y) the
aggregate purchase pricefor such Shares under the Employee Option or portion
thereof surrendered; provided, however, that in the case of an Employee Option
granted within six (6) months prior to the Change in Control to any Optionee who
may be subject to liability under Section 16(b) of the Exchange Act, such
Optionee shall be entitled to surrender for cancellation his or her Option
during the sixty (60) day period commencing upon the expiration of six (6)
months from the date of grant of any such Employee Option. In the event an
Optionee's employment or service with the Company is terminated by the Company
following a Change in Control, each Option held by the Optionee that was
exercisable as of the date of termination of the Optionee's employment or
service shall remain exercisable for a period ending not before the earlier of
the first anniversary of the termination of the Optionee's employment or service
or the expiration of the stated term of the Option.
8. Stock Appreciation Rights. The Committee may, in its discretion,
either alone or in connection with the grant of an Employee Option, grant
Stock Appreciation Rights in accordance with the Plan, the terms and
conditions of which shall be set forth in an Agreement. If granted in
connection with an Option, a Stock Appreciation Right shall cover the same
Shares covered by the Option (or such lesser number of Shares as the Committee
may determine) and shall, except as provided in this Section 8, be subject to
the same terms.
8.1 Time of Grant. A Stock Appreciation Right may be granted
(i) at any time if unrelated to an Option, or (ii) if related to an Option,
either at the time of grant, or at any time thereafter during the term of the
Option.
8.2 Stock Appreciation Right Related to an Option.
(a) Exercise. Subject to Section 8.8, a Stock Appreciation
Right granted in connection with an Option shall be exercisable at such time
or times and only to the extent that the related Options are exercisable, and
will not be transferable except to the extent the related Option may be
transferable. A Stock Appreciation Right granted in connection with an
Incentive Stock Option shall be exercisable only if the Fair Market Value of a
Share on the date of exercise exceeds the purchase price specified in the
related Incentive Stock Option Agreement.
(b) Amount Payable. Upon the exercise of a Stock Appreciation
Right related to an Option, the holder shall be entitled to receive an amount
determined by multiplying (A) the excess of the Fair Market Value of a Share
on the date preceding the date of exercise of such Stock Appreciation Right
over the per Share purchase price under the related Option, by (B) the number
of Shares as to which such Stock Appreciation Right is being exercised.
Notwithstanding the foregoing, the Committee may limit, in any manner, the
amount payable with respect to any Stock Appreciation Right by including such
a limit in the Agreement evidencing the Stock AppreciationRight at the time it
is granted.
(c) Treatment of Related Options and Stock Appreciation
Rights Upon Exercise. Upon the exercise of a Stock Appreciation Right granted
in connection with an Option, the Option shall be canceled to the extent of
the number of Shares as to which the Stock Appreciation Right is exercised,
and upon the exercise of an Option granted in connection with a Stock
Appreciation Right or the surrender of such Option pursuant to Section 7.3,
the Stock Appreciation Right shall be canceled to the extent of the number of
Shares as to which the Option is exercised or surrendered.
8.3 Stock Appreciation Right Unrelated to an Option.
The Committee may grant to Eligible Individuals Stock Appreciation Rights
unrelated to Options. Stock Appreciation Rights unrelated to Options shall
not have a term of greater than ten (10) years. Upon exercise of a Stock
Appreciation Right unrelated to an Option, the holder shall be entitled to
contain such terms and conditions as to exercisability (subject to Section
8.8), vesting and duration as the Committee shall determine, but, in no event,
shall they have a term of greater than ten (10) years. Upon exercise of a
Stock Appreciation Right unrelated to an Option, the holder shall be
entitled to receive an amount determined by multiplying (A) the excess of the
Fair Market Value of a Share on the date preceding the date of exercise of
such Stock Appreciation Right over the Fair Market Value of a Share on the
date the Stock Appreciation Right was granted, by (B) the number of Shares as
to which the Stock Appreciation Right is being exercised.
Notwithstanding the foregoing, the Committee may limit, in any manner, the
amount payable with respect to any Stock Appreciation Right by including such
a limit in the Agreement evidencing the same Stock Appreciation Right at the
time it is granted.
8.4 Method of Exercise. Stock Appreciation Rights shall be
exercised by a holder only by a written notice delivered in person or by mail
to the Secretary or Chief Financial Officer of the Company at the Company's
principal executive office, specifying the number of Shares with respect to
which the Stock Appreciation Right is being exercised. If requested by the
Committee, the holder shall deliver the Agreement evidencing the Stock
Appreciation Right being exercised and the Agreement evidencing any related
Option to the Secretary or Chief Financial Officer of the Company who shall
endorse thereon a notation of such exercise and return such Agreement to the
holder.
8.5 Form of Payment. Payment of the amount determined under
Sections 8.2(b) or 8.3 may be made in the discretion of the Committee, solely
in wholeShares in a number determined at their Fair Market Value in the date
preceding the date of exercise of the Stock Appreciation Right, or solely in
cash, or in a combination of cash and Shares. If the Committee decides to
make full payment in Shares and the amount payable results in a
fractional Share, payment for the fractional Share will be made in cash.
Notwithstanding the foregoing, no payment in the form of cash may be made upon
the exercise of a Stock Appreciation Right pursuant to Sections 8.2(b)
or 8.3 to an officer of the Company who is subject to liability under Section
16(b) of the Exchange Act, unless the exercise of such Stock Appreciation
Right is made either (i) during the period beginning on the third business day
and ending on the twelfth business day following the date of release for
publication of the Company's quarterly or annual statements of earnings (the
Window Period") or (ii) pursuant to an irrevocable election to receive cash
made at least six (6) months prior to the exercise of such Stock Appreciation
Right.
8.6 Modification. No modification of an Award shall adversely
alter or impair any rights or obligations under the Agreement without the
holder's consent.
8.7 Effect of Change in Control. In the event of a Change in
Control, all Stock Appreciation Rights shall become immediately and fully
exercisable. In addition, to the extent set forth in an Agreement evidencing
the grant of a Stock Appreciation Right, a holder will be entitled to
receive a payment in cash or stock, in either case, with a value equal to
the excess, if any, of (A) the greater of (x) the Fair Market Value, on the
date preceding the date of exercise, of the underlying Shares subject to the
Stock Appreciation Right or portion thereof exercised and (y) the Adjusted
Fair Market Value, on the date preceding the date of exercise, of the Shared
over (B) the aggregate Fair Market Value, on the date the Stock Appreciation
Right was granted, of the Shares subject to the Stock Appreciation Right or
portion thereof exercised; provided, however, that in the case of a Stock
Appreciation Right granted within six (6) months of the Change in Control to
any holder who may be subject to liability under Section 15(b) of the Exchange
Act, such holder shall be entitled to exercise his or her Stock Appreciation
Right during the sixty (60) day periodcommencing upon the expiration of six
months from the date of grant of any such Stock Appreciation Right. In the
event of a holder's employment or service with the Company is terminated by
the Company following a Change in Control, each Stock Appreciation Right held
by the holder that was exercisable as of the date of termination of the
holder's employment or service shall remain exercisable for a period
ending but not before the earlier of the first anniversary of the termination
of the holder's employment or service or the expiration of the stated term
of the Stock Appreciation Right.
9. Adjustment Upon Changes n Capitalization.
(a) In the event of a Change in Capitalization, the Committee shall
conclusively determine the appropriate adjustments, if any, to the (i) maximum
number of Shares with respect to which Options may be granted under the Plan,
(ii) maximum number of Shares with respect to which Options may be granted to
any Eligible Individual during the term of the Plan, (iii) the number of
Shares which are subject to outstanding Options granted under the Plan, and
the purchase price therefor, if applicable, and (iv) the number of Shares in
respect of which Director Options are to be granted under
Section 6. (b) Any such adjustment in the Shares subject to
Incentive Stock Options (including any adjustments in the purchase price)
shall be made in such manner as not to constitute a modification as defined
by Section 424(h)(3) of the Code and only to the extent otherwise permitted
by Sections 422 and 424 of the Code.
(c) If, by reason of a Change of Capitalization, an Optionee shall
be entitled to exercise an Option with respect to new, additional or different
shares of stock, such new, additional or different shares shall thereupon be
subject to all of the conditions, restrictions and performance criteria which
were applicable to the Shares subject to the Option, prior to such Change in
Capitalization.
10. Effect of Certain Transactions. Subject to Sections 7.5 and 8.7
or as otherwise provided in an Agreement, in the event of (i) the liquidation
or dissolution of the Company or (ii) a merger or consolidation of the Company,
the Plan and the Options issued hereunder shall continue in effect in
accordance with their respective terms.
11. Interpretation.
(a) The Plan is intended to comply with Rule 16b-3 promulgated
under the Exchange Act and the Committee shall interpret and administer the
provisions of the Plan or any Agreement in a manner consistent therewith. Any
provisions inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.
(b) The Director Options described in Section 6 are intended to
qualify as formula awards under Rule 16b-3 promulgated under the Exchange Act
(thereby preserving the disinterested status of Nonemployee Directors
receiving such Awards) and the Committee shall generally interpret and
administer the provisions of the Plan or any Agreement in a manner consistent
therewith. Any provisions inconsistent with the foregoing intent shall be
inoperative and shall interpret and administer the provisions of the Plan or
any Agreement in a manner consistent therewith. Any provisions inconsistent
with the foregoing intent shall be inoperative and shall not affect the
validity of the Plan.
(c) Unless otherwise expressly stated in the relevant Agreement,
each Option granted under the Plan is intended to be performance-based
compensation within the meaning of Section 162(m)(4)(C) of the Code. The
Committee shall not be entitled to exercise any discretion otherwise
authorized hereunder with respect to such Options if the ability to exercise
such discretion or the exercise of such discretion itself would cause the
compensation attributable to such Options to fail to qualify as performance-
based compensation.
12. Pooling Transactions.
Notwithstanding anything contained in the Plan or any Agreement to
the contrary, in the event of a Change in Control which is also intended to
constitute aPooling Transaction, the Committee shall take such actions, if
any, which are specifically recommended by an independent public accounting
firm engaged by the Company to the extent reasonably necessary in order to
assure that the Pooling Transaction will qualify as such, including but not
limitedto (i) deferring the vesting, exercise, payment or settlement in
respect of any Option, (ii) providing that the payment or settlement in
respect of any Option be made in the form of cash, Shares or securities of
a successor or acquiree of the Company, or a combination of the foregoing, and
(iii) providing for the extension of term of any Option to the extent
necessary to accommodate the foregoing, but not beyond the maximum term
permitted for any Option.
13. Termination and Amendment of the Plan.
The Plan shall terminate on the preceding the tenth anniversary of
the date of its adoption by the stockholders of the Company, and no Option may
be granted thereafter. Subject to Section 6.5, the Board may sooner terminate
the Plan, and the Board may at any time and from time to time amend, modify or
suspend the Plan; provided, however, that:
(a) No such amendment, modification, suspension or termination
shall impair or adversely alter any Award already granted under the Plan,
except with the consent of the Optionee or holder of an SAR nor shall any
amendment, modification or termination deprive any Optionee or holder of an
SAR of any Shares which he or she may have acquired through or as a result of
the Plan;
and
(b) To the extent necessary under Section 16(b) of the Exchange Act
and the rules and regulations promulgated thereunder or other applicable law,
no amendment shall be effective unless approved by the stockholders of the
Company in accordance with applicable law and regulations.
14. Non-Exclusivity of the Plan.
The adoption of the Plan by the Board shall not be construed as
amending, modifying or rescinding any previously approved incentive
arrangement or as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.
15. Limitation of Liability.
As illustrative of the limitations of liability of the Company, but
not intended to be exhaustive thereof, nothing in the Plan shall be construed
to:
(a) give any person any right to be granted an Option other
than at the sole discretion of the Committee;
(b) give any person any rights whatsoever with respect to
Shares except as specifically provided in the Plan;
(c) limit in any way the right of the Company to terminate the
employment of any person at any time; or
(d) be evidence of any agreement or understanding, expressed
or implied, that the Company will employ any person at any particular rate of
compensation or for any particular period of time.
16. Regulations and Other Approvals; Governing Law.
16.1 Except as to matters of Federal law, this Plan and the rights
of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of New York.
16.2 The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable Federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
16.3 The Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority, or to obtain for Eligible Individuals granted Incentive Stock
Options the tax benefits under the applicable provisions of the Code and
regulations promulgated thereunder.
16.4 Each Option is subject to the requirement that, if at any time
the Committee determines, in its discretion, that the listing, registration or
qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval or any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the grant of an Option or the issuance of
Shares, no Options shall be granted or payment made or Shares issued, in whole
or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions as acceptable to the
Committee.
16.5 Notwithstanding anything contained in the Plan or any
Agreement to the contrary, in the event that the disposition of Shares
acquired pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
and is not otherwise exempt from such registration, such Shares shall
be restricted against transfer to the extent required by the Securities Act
and Rule 144 or other regulations thereunder. The Committee may require an
individual receiving Shares pursuant to an Award granted under the Plan, as a
condition precedent to receipt of such Shares, to represent and warrant to the
Company in writing that the Shares acquired by such individual are acquired
without a view to any distribution thereof and will not be sold or transferred
other than pursuant to an exemption applicable under the Securities Act as
amended, or the rules and regulations promulgated thereunder. The certificates
evidencing any of such Shares shall be appropriately amended to reflect their
status as restricted securities as aforesaid.
17. Miscellaneous.
17.1 Multiple Agreements. The terms of each Award granted to an
Eligible Individual may differ from other Awards granted under the Plan at the
same time, or at some other time. The Committee may also grant more than one
Award to a given Eligible Individual during the term of the Plan, either in
addition to, or in substitution for, one or more Awards previously granted
to that Eligible Individual.
17.2 Withholding of Taxes.
(a) At such times as an Optionee or holder of an SAR
recognizes taxable income in connection with the receipt of Shares or cash
hereunder (a "Taxable Event"), the Optionee or holder shall pay other
amounts as may be required by law to be withheld by the Company in issuance
or release from escrow of such Shares or the payment of such cash.
The Company shall have the right to deduct from any payment of cash to an
Optionee or holder an amount equal to the Withholding Taxes in satisfaction of
the obligation to pay Withholding Taxes. In satisfaction of the obligation
to pay Withholding Taxes to the Company, the Optionee or holder may make a
written election (the "Tax Election"), which may be accepted or rejected in
the discretion of the Committee to have withheld a portion of the Shares then
issuable to him or her having an aggregate Fair Market Value, on the date
preceding the date of such issuance, equal to the Withholding Taxes, provided
that in respect of an Optionee or holder who may be subject to liability under
Section 16(b) of the Exchange Act either; (i)(A) the Tax Election is made at
least six (6) months prior to the date of the Taxable Event and (B) the Tax
Election is irrevocable with respect to all Taxable Events of a similar
nature occurring prior to the expiration of six (6) months following a
revocation of the Tax Election; or (ii)(A) the Tax Election is made at least
six (6) months after the date the Award was granted, (B) the Award is
exercised during the Window Period and (C) the Tax Election is made during
the Window Period in which the related Award is exercised or prior to such
Window Period and subsequent to the immediately preceding Window Period.
Notwithstanding the foregoing, the Committee may, by the adoption of rules or
otherwise, (i) modify this Section 17.2 (other than as regards Director
Options) or impose such other restrictions or limitations on Tax Elections to be
made at such times and subject to such other conditions as the Committee
determines will constitute exempt transactions under Section 16(b) of the
Exchange Act.
(b) If an Optionee makes a disposition, within the meaning of
Section 424 (c) of the Code and regulations promulgated thereunder, of any
Share or Shares issued to such Optionee pursuant to the exercise of an
Incentive Stock Option within the two-year period commencing on the day after
the date of the grant or within the one-year period commencing on the day
after the date of transfer of such Share or Shares to the Optionee pursuant to
such exercise, the Optionee shall, within ten (10) days of such disposition,
notify the Company thereof, by delivery of written notice to the Company at
its principal executive office.
17.3 Effective Date. The effective date of the Plan shall be as
determined by the Board, subject only to the approval by the affirmative vote
of the stockholders.
Consent of HJ & Associates, LLC
Exhibit 22.1
HJ & Associates, LLC
CONSENT OF INDEPENDENT AUDITORS=
Board of Directors
AMP Productions, Inc.
Salt Lake City, Utah
We hereby consent to the use in this Registration Statement of AMP
Productions, Inc. on Form SB-2 of our audit report dated May 12, 2000 for AMP
Productions for the period ended April 30, 2000, which are part of this
Registration Statement and to all references to our firm included in this
Registration Statement.
HJ & Associates, LLC
Salt Lake City, Utah
April 13, 2001
Exhibit 99
eSAFETYWORLD, Inc.
80 Orville Drive
Bohemia, New York
April ___, 2001
TO ALL ESAFETYWORLD, INC. STOCKHOLDERS:
On [_______________], 2001, the Board of Directors of eSAFETYWORLD, Inc.
("eSAFETYWORLD") declared a dividend of 600,000 shares of AMP Productions,
Inc. ("AMP") which will result in AMP becoming a separate, publicly-traded
company.
If you are a stockholder of eSAFETYWORLD as of the close of business
on [_____________], 2001, the record date for the dividend, stock certificates
representing your shares in AMP will be mailed to you on or about
[__________], 2001. For every five shares of eSAFETYWORLD that you hold as of
the close of business on this date, you will receive one share of AMP, except
that no fractional shares will be issued. The eSAFETYWORLD certificates that
you currently hold will continue to represent your investment in eSAFETYWORLD.
AMP is applying to have its common stock quoted on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol "AMPI" effective at the time of the
distribution. Shares of eSAFETYWORLD will continue to trade on the Nasdaq
under the symbol "SFTY."
Detailed information on AMP and the distribution plan is contained in
the accompanying document, which we suggest that you read for information
purposes.
The Board believes the distribution will increase the value of AMP common
stock and provide potential value to eSAFETYWORLD stockholders.
Sincerely,
Edward A. Heil R. Bret Jenkins
President and Chief Financial Officer
Chief Executive Officer eSAFETYWORLD, Inc.
eSAFETYWORLD, Inc.
[AMP letterhead]
DEAR NEW AMP PRODUCTIONS, INC. STOCKHOLDER:
Welcome as a new stockholder of AMP Productions, Inc..
The enclosed information provides important details about our company. We
urge you to read it carefully and to follow our progress closely. We welcome
your support and questions. Please feel free to contact me at any time at
our corporate offices.
Sincerely,
AMP PRODUCTIONS, INC.
David Brown
President