Movie Star Inc announced that its special meeting in lieu of its annual meeting of shareholders will be held on January 23, 2008 at 10:30 a.m. Eastern Time, at Club 101 on the Main Floor, 101 Park Avenue, New York, New York.
Movie Star shareholders of record as of November 27, 2007 will be invited to attend Movie Star's special meeting of shareholders and vote on eight proposals, including
(i) the approval of the issuance of 39,370,436 shares of Movie Star common stock in connection with the merger, the non-transferable rights offering and other transactions contemplated by the Agreement and Plan of Merger and Reorganization by and among Movie Star, Fred Merger Corp. and FOH Holdings Inc, the parent and sole stockholder of Frederick's of Hollywood, Inc,
(ii) the approval of an amendment to Movie Star's certificate of incorporation to increase the number of authorized shares of Movie Star common stock from 30,000,000 to 200,000,000,
(iii) the approval of an amendment to Movie Star's certificate of incorporation to change the name of Movie Star to “Frederick's of Hollywood Group Inc”,
(iv) the approval of an amendment to Movie Star's certificate of incorporation to authorize the issuance of up to 10,000,000 shares of preferred stock,
(v) to authorize the Movie Star board of directors to effect, if necessary, a reverse stock split of Movie Star's outstanding common stock immediately prior to the closing of the merger in order to satisfy the minimum price requirement of $2.00 per share for continued listing on the American Stock Exchange,
(vi) the adoption of an Amended and Restated 2000 Performance Equity Plan to increase the number of shares available for issuance under the plan from 750,000 to 4,000,000 shares,
(vii) the election of eleven directors and (viii) an adjournment proposal. These proposals are described in detail in the definitive proxy statement, which Movie Star expects to mail on or about November 30, 2007.
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