Form DEF 14C Mass Hysteria Entertainment Company, Inc.

DEF 14C - Other definitive information statements

Published: 2014-10-03 08:00:20
Submitted: 2014-10-03
Period Ending In: 2014-10-03
ENT> DEF 14C 1 def14c.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

[
  ]
Preliminary Information Statement
  
[
  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
  
[X]
Definitive Information Statement

 

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.

(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

[X]
No fee required
  
[
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
  
(1)
Title of each class of securities to which transaction applies:
   
 
 
(2)
Aggregate number of securities to which transaction applies:
   
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
   
 
 
(4)
Proposed maximum aggregate value of transaction
   
 
 
(5)
Total fee paid
   
   
[
  ]
Fee paid previously with preliminary materials.
  
[
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  
(1)
Amount Previously Paid:
   
 
 
 (2)
Form, Schedule or Registration Statement No.:
   
 
 
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Filing Party:
   
 
 
 (4)
Date Filed:
 
 

 

 

 

 
 

 

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.

2920 W. Olive Avenue, Suite 208

Burbank, California 91505

(818) 459-8200

 

 

 

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

 

 

 

Stockholders holding a majority of the voting power of Mass Hysteria Entertainment Company, Inc. (the “Company”) have taken action by written consent to approve the following actions:

 

 
1.
Amend our amended and restated articles of incorporation to change our corporate name from Mass Hysteria Entertainment Company, Inc. to Remark Pictures, Inc., and
     
 
2.
Amend our amended and restated articles of incorporation to increase our authorized capital stock from 2,010,000,000 to 3,010,000,000 shares.

 

Stockholders of record at the close of business on August 27, 2014 are entitled to notice of these stockholder actions by written consent. Because these actions have been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being solicited. We anticipate that the above actions will become effective on or about October 23, 2014.

 

Attached hereto for your review is an Information Statement relating to the above-described actions. Please read this Information Statement carefully. It describes the essential terms of the actions to be taken. Additional information about the Company is contained in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at sec.report.

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

 
By Order of the Board of Directors,
 
 
 
/s/ Daniel Grodnik
 
Daniel Grodnik
 
Chief Executive Officer
   
Burbank, California
 
October 3, 2014
 

 

 
 

 

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.

2920 W. Olive Avenue, Suite 208

Burbank, California 91505

(818) 459-8200

 

October 3, 2014

 

 

 

INFORMATION STATEMENT

 

 

 

INFORMATION CONCERNING THE ACTIONS BY WRITTEN CONSENT

 

Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice and this information statement (this “Information Statement”) will be mailed on or about October 3, 2014 to the stockholders of record, as of August 27, 2014 (the “Record Date”), of Mass Hysteria Entertainment Company, Inc., a Nevada corporation (hereinafter referred to as “we,” “us,” “our,” “Mass Hysteria” or the “Company”). This Information Statement is being circulated to advise stockholders of actions already approved and taken without a meeting by written consent of the stockholders who hold a majority of the voting power of our voting stock.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

The actions to be effective at least 20 days after the mailing of this Information Statement are as follows:

 

 
1.
Amend our amended and restated articles of incorporation (the “Articles”) to change our corporate name from Mass Hysteria Entertainment Company, Inc. to Remark Pictures, Inc. (the “Name Change Amendment”), and
     
 
2.
Amend our Articles to increase our authorized capital stock from 2,010,000,000 to 3,010,000,000 shares (the “Share Increase Amendment,” and together with the Name Change Amendment, the “Amendments”).

 

On September 23, 2014, our board of directors unanimously approved the Amendments. Subsequent to our board of directors’ approval of the Amendments, the holders of a majority of the voting power of our voting stock have approved, by written consent, the Amendments on September 23, 2014. We expect that the Amendments will be effective on or about October 23, 2014.

 

Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until at least 20 calendar days after the mailing of this Information Statement to Mass Hysteria stockholders. The Amendments will be effective after the expiration of such 20-day period, at such time as a certificate of amendment to our Articles is filed with the Secretary of State of Nevada.

 

Stockholders of record on the Record Date who did not consent to the Name Change Amendment or the Share Increase Amendment are not entitled to dissenters’ rights under Nevada law.

 

RECORD DATE AND VOTING SECURITIES

 

Only stockholders of record at the close of business on August 27, 2014, the Record Date, are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, our authorized securities consist of 2,000,000,000 shares of common stock with a par value of $0.00001 per share and 10,000,000 shares of Series A preferred stock with a par value of $0.00001 per share. As of the Record Date, there were 486,161,450 shares of common stock issued and outstanding held by 95 holders of record, and there were 10,000 shares of Series A preferred stock issued and outstanding. Holders of our Series A preferred stock are not entitled to a liquidation preference.

 

Holders of our common stock are entitled to one vote per share. Holders of our Series A preferred stock are entitled to the number of votes on such matters equal to the product of (x) the number of shares of the Series A preferred stock held by such holder, (y) the number of issued and outstanding shares of our common stock on a fully diluted basis, as of the Record Date, and (z) 0.0002. The Series A preferred stock is not convertible, and holders of our Series A preferred stock are not entitled to a liquidation preference. The Series A preferred stock is entitled to 972,354,950 votes. Accordingly, there are 1,458,532,425 votes outstanding, voting together as a single class.

 

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.

 

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STOCKHOLDERS’ RIGHTS

 

The elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement is authorized by Section 78.320(2) of the Nevada Revised Statutes. Section 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written consent thereto is signed by the stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in this Information Statement.

 

The actions described in this Information Statement cannot be taken until at least 20 calendar days after this Information Statement has first been sent or given to our stockholders.

 

EXPENSES

 

The costs of preparing, printing and mailing this Information Statement will be borne by Mass Hysteria.

 

STOCKHOLDERS SHARING AN ADDRESS

 

We will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.

 

OUR BUSINESS

 

We were incorporated in Nevada on November 2, 2005 under the name “Michael Lambert, Inc.” Until 2009, we manufactured handbags.

 

On August 5, 2009, pursuant to the terms of a Stock Purchase Agreement, Daniel Grodnik (our Chief Executive Officer) and certain affiliated parties purchased a total of 7,985 shares of our issued and outstanding common stock (the “Change of Control”). This constituted majority control of the Company. In addition to the shares purchased, the Company also issued 42,015 shares to Daniel Grodnik and certain affiliated parties in connection with the Change of Control. The total of 50,000 shares issued to Daniel Grodnik and the affiliated parties represented 74.6% of our outstanding common stock as of the effective date of the Change of Control.

 

In connection with the Change of Control, we changed our name to Mass Hysteria Entertainment Company, Inc. and also changed our business plan. We are now a development stage multi-media entertainment company created to produce feature films for theatrical, DVD, video on demand and television distribution with an interactive component for commercial, documentary and educational film market. Our plan is to eventually produce a minimum of two original interactive theatrical films annually, and also create a second screen (mobile) experience for non-Company films. In addition, we intend to continue creating traditional film and television projects.

 

The Company is entering a time of great change in the entertainment business. The motion picture business has had four significant revenue streams (theatrical, home video, cable and broadcast) since the early 1980s. Today, home video is in decline and new profit centers are opening up such as video-on-demand and internet portals that rely on micro-transactions. The Company plans to create movies that will take advantage of traditional revenue streams that are still viable, and at the same time, avail itself of those revenue streams that will define new media’s involvement in the film business. The Company has developed a mobile application that allows the user to interact with the film in live time.

 

Over the next 12 months, the Company hopes to develop at least one short film to be interactive with a custom built application (the “App”) and beta test it with a live audience. This could be a revenue source for the Company, depending on our ability to raise capital and generate interest in the experience. The App will allow audiences to interact, via their handset, with theatrical movies. We believe the App will provide a unique immersive quality that can offer each theatrical audience member a customizable and sharable movie entertainment experience. We recently agreed to end our relationship with our software development group to develop the App under the name SideKick™ and instead expect to retain a new software developer to assist in developing the software under our own trade name in the near future.

 

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During the fiscal quarter ended May 31, 2014, we also shifted our focus toward new television and film projects. To that end, we are in preliminary discussions with Lionsgate Television to produce a new TV reality series. We are also involved as an executive producer on a new film being financed by an Emmet/Furla Productions. It was announced at the recent Cannes Film Festival that Robert DeNiro has agreed to play a role in the film. The film does not yet have a start date. Both these projects are in the development stage, meaning there is no revenue being generated to the Company until (or if) they are set for production.

 

MATTER NO. 1: AMENDMENT OF ARTICLES

TO CHANGE CORPORATE NAME

 

On September 23, 2014, our board of directors approved, subject to stockholder approval, the amendment of our Articles to change our corporate name from Mass Hysteria Entertainment Company, Inc. to Remark Pictures, Inc. Our board believes that adopting the new corporate name is in the best interests of our Company and our stockholders and that the new name will more accurately reflect our anticipated future operations. Subsequent to our board of directors’ approval of the Name Change Amendment, the holders of a majority of the voting power of our voting stock approved, by written consent, the Name Change Amendment on September 23, 2014. We expect that the Name Change Amendment and our name change will be effective on or about October 23, 2014.

 

The Name Change Amendment and our name change will not effect any change in our business or management and will not change the location of our principal executive offices. Our common stock is quoted on the OTC Bulletin Board and will continue to be quoted on the OTC Bulletin Board after the Name Change Amendment becomes effective. Following the name change, previously outstanding Mass Hysteria stock certificates may be delivered in effecting sales through a broker, or otherwise, of shares of Remark Pictures, Inc. (“Remark”) stock. It will not be necessary for you to exchange your existing Mass Hysteria stock certificates for Remark stock certificates.

 

Currently, our common stock is quoted on the OTC Bulletin Board under the symbol “MHYS.” As a result of our corporate name change, we may be issued a new trading symbol and CUSIP number.

 

MATTER NO. 2: AMENDMENT OF ARTICLES TO INCREASE

OUR AUTHORIZED CAPITAL STOCK FROM 2,010,000,000 TO 3,010,000,000 SHARES

 

On September 23, 2014, our board of directors approved, subject to stockholder approval, an amendment of our Articles that will have the effect of increasing our authorized capital stock from 2,010,000,000 to 3,010,000,000 shares. Subsequent to our board of directors’ approval of the Share Increase Amendment, the holders of a majority of the voting power of our voting stock approved, by written consent, the Share Increase Amendment on September 23, 2014. We expect that the Share Increase Amendment will be effective on or about October 23, 2014.

 

Increase in Authorized Shares

 

We currently have authorized capital stock of 2,000,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of Series A preferred stock with a par value of $0.00001 per share. As of the Record Date, there were 486,161,450 shares of common stock issued and outstanding and 10,000 shares of Series A preferred stock issued and outstanding. When the Share Increase Amendment becomes effective, our authorized shares of common stock will increase from 2,000,000,000 to 3,000,000,000. Adoption of the Share Increase Amendment will not affect the number of authorized shares of Series A preferred stock. When the Share Increase Amendment becomes effective, there will be no immediate change in the number of issued and outstanding common shares. Although the Share Increase Amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of our existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding our common stock at the time the additional shares are issued.

 

Purposes of the Increase in Authorized Shares

 

Having an increased number of authorized but unissued shares of our capital stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The newly authorized common stock would be available for issuance from time to time as determined by our board of directors for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations, and issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets. Notwithstanding the foregoing, we have no obligation to issue such additional shares and there are no plans, proposals or arrangements currently contemplated by us that would involve the issuance of the additional shares to acquire another company or its assets, or for any other corporate purpose stated.

 

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Potential Anti-Takeover Effects of the Increase in Capital Stock

 

Any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control of our company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control. Shares of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The ability of our board of directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of our company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of common stock to persons whose interests are aligned with that of our board of directors could make it more difficult to remove incumbent officers and directors from office, even if such change were to be favorable to stockholders generally.

 

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board or contemplating a tender offer or other transaction for the combination of our company with another company), the Share Change Amendment was not proposed or adopted in response to any effort of which we are aware to accumulate shares of common stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar actions having an anti-takeover effect to the board and our stockholders.

 

Our board believes that it is advisable and in the best interests of our company to have available additional authorized but unissued shares of common stock in an amount adequate to provide for our future needs. The unissued shares of common stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions. We have no present plans or commitments for the issuance or use of the proposed shares of common stock in connection with any financing.

 

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

 

Except as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

 

 
any director or officer of our Company,
     
 
any proposed nominee for election as a director of our Company, and
     
 
any associate or affiliate of any of the foregoing persons.

 

The stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” No director has advised us that he intends to oppose the Amendment.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of August 27, 2014 by the following persons:

 

 
each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock,
     
 
each of our directors and executive officers, and
     
 
all of our directors and executive officers as a group.

 

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from August 27, 2014, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from August 27, 2014.

 

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Name and address  Number of
Common
Shares
Beneficially
Owned
   Percentage
Owned (1)
   Number of
Series A
Shares
Beneficially
Owned
   Percentage
Owned (2)
   Percentage
of Total
Voting
Power (3)
 
Daniel Grodnik   
193,244,275
(4)   39.7%   10,000    100%   79.9%
All officers and directors as a group (1 person)   
193,244,275
(4)   39.7%   10,000    100%   79.9%
Union Capital, LLC (5)   75,114,755    15.5%   -    -    7.7%

 

 

(1)
Calculated on the basis of 486,161,450 shares of common stock issued and outstanding.
   
(2)
Calculated on the basis of 10,000 shares of Series A preferred stock issued and outstanding.
   
(3)
Holders of our common stock are entitled to one vote per share, for a total of 486,161,450 votes. Holders of our Series A preferred stock are entitled to the number of votes on such matters equal to the product of (a) the number of shares of the Series A preferred stock held by such holder, (b) the number of issued and outstanding shares of Mass Hysteria’s common stock on a fully-diluted basis, as of the Record Date, and (c) 0.0002, for a total of 972,354,950 votes.
   
(4)
Includes 15,025 shares under presently exercisable options.
   
(5)
Based on information reported in a Schedule 13G filed with the SEC by Union Capital, LLC on September 15, 2014. Union Capital, LLC’s address is 365 Kingston Ave., Suite 3, Brooklyn, NY 11213.

 

Changes in Control

 

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.

 

ADDITIONAL INFORMATION

 

We are subject to the informational requirements of Section 15(d) of the Exchange Act. Accordingly, we file annual, quarterly and other reports and information with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at sec.report. Those filings will also be available to the public on, or accessible through, our corporate website at www.masshysteriafilms.com. You may also read and copy, at SEC prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. You may also request a copy of these filings, at no cost, by writing to us at 2920 W. Olive Avenue, Suite 208, Burbank, CA 91505 or by telephoning us at (818) 459-8200.

 

Our principal executive office is located at 2920 W. Olive Avenue, Suite 208, Burbank, CA 91505. Our corporate website is
www.masshysteriafilms.com and our phone number is (818) 459-8200.

 

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Additional Files
FileSequenceDescriptionTypeSize
0001493152-14-003220.txt   Complete submission text file   85120
$MHYS

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