Hispanic Television Network Inc – ‘DEF 14A’ for 8/31/01

On:  Thursday, 8/30/01   ·   For:  8/31/01   ·   Accession #:  1038494-1-500020   ·   File #:  0-23105

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Solication Proxy 8/31/01                    8     40K 

DEF 14A
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED
 IN PROXY STATEMENT.
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED
 IN PROXY STATEMENT.

SCHEDULE 14A INFORMATION
 Proxy Statement Pursuant to
 Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check
the appropriate box:                                                            

[  ]      Preliminary Proxy Statement                                           

[  ]     Confidential, for Use of the Commission Only (as permitted by Rule     
14a-6(e)(2))                                            
[ X]     Definitive Proxy Statement                                             
[  ]     Definitive Additional Materials                                        

[  ]     Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12        

          HISPANIC TELEVISION NETWORKS, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)

................................................................................
(Name of Person(s) Filing Proxy Statement,
 if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[X]      No fee required                                                        
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1) Title of each class of securities to which transaction applies:   

................................................................................

   (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 (set forth the
                 amount on which the filing fee is calculated and state how it
was determined):                            

................................................................................

(4)          Proposed maximum aggregate value of transaction:         

................................................................................

(5)          Total fee paid:                                          

................................................................................

[  ]     Fee paid previously with preliminary materials.                        

[        ] Check box if any part of the fee is offset as provided by Exchange   
      Act Rule 0-11(a)(2) and identify the filing for which the offsetting
       fee was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

(1)          Amount Previously Paid:                                  

................................................................................

(2)          Form, Schedule or Registration Statement No.:            

................................................................................

(3)          Filing Party:                                            

................................................................................

(4)          Date Filed:                                              

................................................................................

DEF 14A
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HISPANIC TELEVISION NETWORKS, INC.
 6125 Airport Freeway, Suite 200
Ft. Worth, Texas 76117

To All Stockholders in                                                          
Hispanic Television Networks, Inc.                                              

   The Board of Directors of Hispanic Television Networks, Inc. (the
"Company") is soliciting your consent to amend the Company's Certificate of     
Incorporation to increase the number of authorized shares of common stock from  
200 million to 500 million shares (the "Proposed Amendment"). We ask that you   
return your written consent by September 20, 2001.                              

       The Board believes that it is in the best interest of the Company and
its stockholders to increase the number of authorized shares of common stock.   
This will provide management with the flexibility it needs to raise necessary   
operating capital.                                                              

      Before the Proposed Amendment can become effective, the holders of a
majority of the Company's outstanding stock must give their written consent. If 
your shares are held in street name, your broker may consent, on your behalf, to
the Proposed Amendment if you do not direct your broker to refuse to consent.   
The Board of Directors has fixed the close of business on August 24, 2001 as the
record date for determining the stockholders entitled to notice of this         
solicitation and to give their consent with respect to the Proposed Amendment.  

    We will file the Proposed Amendment with the Secretary of State of
Delaware when we receive consents from the holders of a majority of the         
Company's outstanding common stock. We expect to make this filing on or before  
September 20, 2001.                                                             

       The Board of Directors asks you to consent to the Proposed Amendment.
The Proposed Amendment and other related matters are more fully described in the
accompanying Consent Solicitation Statement and the exhibit thereto, which form 
a part of this Notice. We encourage you to read these materials carefully. In   
addition, you may obtain information about the Company from documents that we   
have filed with the Securities and Exchange Commission.                         

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       THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE
PROPOSED AMENDMENT. PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING WRITTEN  
CONSENT FORM BY SEPTEMBER 20, 2001.                                             

                                           By Order of the Board of Directors,
                        James A. Ryffel,
                             Chairman of the Board

Fort Worth, Texas                                                               
August 31, 2001                                                                 

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         PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED POST-PAID ENVELOPE.                                             

PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.       

DEF 14A
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HISPANIC TELEVISION NETWORKS, INC.
 6125 Airport Freeway, Suite 200
Ft. Worth, Texas 76117
 Telephone: 817/222-1234

CONSENT SOLICITATION STATEMENT

 GENERAL

      This Consent Solicitation Statement and the enclosed written consent
form are being mailed in connection with the solicitation of written consents by
the Board of Directors of Hispanic Television Networks, Inc., a Delaware        
corporation (the "Company"). These materials pertain to the proposed amendment  
of the Company's Certificate of Incorporation (the "Proposed Amendment") to     
increase the number of authorized shares of common stock (the "Common Stock")   
from 200 million to 500 million shares. These materials are first being mailed  
to stockholders of record beginning on approximately August 31, 2001. Consents  
are to be submitted to the Company at the address of the Company stated above by
no later September 20, 2001.                                                    

VOTING RIGHTS AND SOLICITATION

   Any stockholder executing a written consent form has the power to
revoke it at any time before September 20, 2001 (or, if earlier, the date on    
which at least the minimum number of shares have consented in order to approve  
the Proposed Amendment) by delivering written notice of such revocation to the  
Secretary of the Company at the address of the Company stated above. The cost of
soliciting written consents will be paid by the Company and may include         
reimbursement paid to brokerage firms and others for their expense in forwarding
solicitation material. Solicitation will be made primarily through the use of   
the mail but regular employees of the Company may, without additional           
remuneration, solicit written consents personally by telephone or telegram.     

        The record date for determining those stockholders who are entitled to
give written consents has been fixed as August 24, 2001. At the close of        
business on the record date, the Company had 133,037,352 issued and outstanding 
shares of Common Stock. Each share of Common Stock is entitled to one vote on   
the Proposed Amendment.                                                         

       The Proposed Amendment requires the affirmative vote of a majority of
the outstanding shares of Common Stock. With regard to the vote on the Proposed 
Amendment, abstentions (including failures to return written consent forms) and 
broker nonvotes have the same effect as negative votes. Brokers may return a    
written consent form for shares held in street name in favor of the Proposed    
Amendment absent contrary instructions from the beneficial owner of such shares.

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

THIS IS A REQUEST FOR STOCKHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE REQUESTED
TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON THE FORM    
ENCLOSED FOR THAT PURPOSE AND TO RETURN THAT FORM TO US.                        

DEF 14A
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 SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of August 10,
2001 concerning the beneficial ownership of the Common Stock (i) by each        
stockholder who is known by the Company to own beneficially in excess of 5% of  
the outstanding Common Stock; (ii) by each director; (iii) by each executive    
officer; and (iv) by all executive officers and directors as a group. Except as 
otherwise indicated, all persons listed below have (i) sole voting power and    
investment power with respect to their shares of Common Stock, except to the    
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.          

                                                                [Download Table]


Name and Address of                             Beneficial Ownership(1)
  Beneficial Owner                            Number            Percent
                                                                       
Woodcrest Capital, L.L.C. (2)               19,795,379            15.1%
  3113 S. University Drive, 6th Floor                                  
  Fort Worth, Texas 76019                                              

James A. Ryffel                             30,570,378(3)         23.3%
  3113 S. University Drive, 6th Floor                                  
  Fort Worth, Texas 76019                                              

Douglas K. Miller                           20,845,379(4)         15.8%
  3113 S. University Drive, 6th Floor                                  
  Fort Worth, Texas 76019                                              

Hector Saldana                                 100,000             (5) 
  3383 Royal Meadow Lane                                               
  San Jose, CA  95135                                                  

James Michael Stewart                          100,000             (5) 
  6125 Airport Freeway, Suite 200                                      
  Haltom City, TX  76117                                               

P. Alan Luckett                             11,646,716             8.9%
  4610 Riverforest                                                     
  Arlington, Texas 76017                                               

Michael G. Fletcher                           328,000(6)           (5) 
  6125 Airport Freeway, Suite 200                                      
  Haltom City, Texas 76117                                             

Steven J. Mortonson                           110,000(7)           (5) 
  6125 Airport Freeway, Suite 200                                      
  Haltom City, Texas  76117                                            

All officers and directors                                             
as a group (six persons) (8)               32,258,378             24.6%


---------------------                                                           

(1)      As used in this table, "beneficial ownership" means the sole or shared 
       power to vote, or to direct the voting of, a security, or the sole or
        shared investment power with respect to a security (i.e., the power to
       dispose of, or to direct the disposition of, a security) and includes
      the ownership of a security through corporate, partnership, or trust
        entities. In addition, for purposes of this table, a person is deemed,
     as of any date, to have "beneficial ownership" of any security that
      such person has the right to acquire within 60 days after such date.
(2)      Woodcrest  Capital  L.L.C.  is owned by James A. Ryffel (75%) and      
Douglas K. Miller (25%),  both directors of the Company.      
(3)      Includes  19,795,379  shares owned by Woodcrest  Capital,  L.L.C. of   
        which Mr. Ryffel owns 75% and 500,000 shares issuable upon exercise of
outstanding options.                                          
(4)      Includes 19,795,379 shares owned by Woodcrest Capital, L.L.C. of which 
Mr. Miller owns 25%                                           
(5)      Less than 1%                                                           
(6)      Includes options to purchase 27,500 shares that became exercisable in  
       June 2001 but does not include options to purchase 27,500 shares that
become exercisable in June 2002.                              
(7)      Include warrants to purchase 100,000 shares which are currently        
exercisable.                                                  
(8)      Includes  19,795,379 owned by Woodcrest  Capital,  L.L.C. of which Mr. 
Ryffel owns 75% and Mr. Miller owns 25%.                      

PROPOSAL 1      
 APPROVAL OF THE INCREASE IN
THE NUMBER OF AUTHORIZED OF SHARES

General                                                                         

 The Board of Directors is requesting stockholder approval of an
amendment of the Company's Certificate of Incorporation (the "Proposed          
Amendment") to increase the number of shares of Common Stock authorized for     
issuance from 200,000,000 to 500,000,000. A copy of the resolutions approving   
the Proposed Amendment is annexed to this Consent Solicitation Statement as     
Exhibit A. If approved by the stockholders of the Company, the Proposed         
Amendment will become effective upon the filing of a Certificate of Amendment of
Certificate of Incorporation with the Secretary of State of Delaware, which is  
expected to occur shortly after stockholder approval. The Proposed Amendment was
approved by all of the directors of the Company.                                

Purposes and Effect of Amendment On Existing Security Holders                   

      On August 24, 2001, 200,000,000 shares of the Company's Common Stock
were authorized, and 133,037,352 shares of the Company's Common Stock were      
issued and outstanding. As of such date, 77,408,459 shares of the Company's     
Common Stock were reserved for issuance upon exercises of outstanding options   
and warrants.                                                                   

   The Proposed Amendment would increase the number of the Company's
authorized shares of Common Stock to 500,000,000, thus permitting the Company to
issue an additional 300,000,000 shares of Common Stock not currently authorized.
Each additional share of Common Stock authorized by the Proposed Amendment would
have the same rights and privileges as each share of Common Stock currently     
authorized or outstanding. The holders of the Company's existing outstanding    
shares of Common Stock will have no preemptive right to purchase any additional 
shares authorized by the Proposed Amendment. The issuance of a large number of  
additional shares of Common Stock (including any comprising a part of the       
additional shares authorized by the Proposed Amendment) would substantially     
reduce the proportionate interest that each presently outstanding share of      
Common Stock has with respect to dividends, voting, and the distribution of     
assets upon liquidation.                                                        

         The Board of Directors believes that it is in the best interests of the
Company and its stockholders to adopt the Proposed Amendment so as to have      
issuable additional authorized but unissued shares of Common Stock in an amount 
adequate to provide for the future needs of the Company. The Board of Directors 
believes that an additional 300,000,000 authorized shares of Common Stock would 
be adequate to meet these needs for the foreseeable future. The additional      
shares authorized by the Proposed Amendment will be available for issuance from 
time to time by the Company at the discretion of the Board of Directors,        
normally without further stockholder action or notification (except as may be   
required for a particular transaction by applicable law, requirements of        
regulatory agencies or by stock exchange rules). The Board of Directors does not
anticipate seeking authorization from the Company's stockholders for the        
issuance of any of the shares of Common Stock authorized by the Proposed        
Amendment. The availability of such shares for issuance in the future will give 
the Company greater flexibility and permit such shares to be issued without the 
expense and delay of a special stockholders' meeting. However, there can be no  
assurance that stockholders would approve of all or even any of the stock       
issuances undertaken with the additional share authorized by the Proposed       
Amendment.                                                                      

     The additional shares authorized by the Proposed Amendment could be
issued for any proper corporate purpose including, but not limited to, future   
equity and convertible debt financings, acquisitions of property or securities  
of other corporations, debt conversions and exchanges, exercise of current and  
future options and warrants, for issuance under the Company's current or future 
employee benefit plans, stock dividends and stock splits. Despite the varied    
possible uses of the additional shares authorized by the Proposed Amendment, the
Company expects that the most likely immediate use of the additional shares     
would be to raise funds to finance the Company's operations. While the Company  
is currently seeking such funds, it has not entered into any binding or         
non-binding agreement to receive any funds or to issue any shares of Common     
Stock to be authorized pursuant to the Proposed Amendment or otherwise. There   
can be no assurance that the Company will be successful in its efforts to       
procure additional funds, or (if successful in procuring additional funds) there
can be no assurance as to the terms and conditions pursuant to which the funds  
may be provided. However, the number of shares to be issued in connection with a
future financing could conceivably be large enough that control of the Company  
could change as a result. In addition, the Company currently has no other plans,
commitments or understandings to issue any of the additional shares of Common   
Stock to be authorized pursuant to the Proposed Amendment for any other         
non-financing purpose. The Board of Directors is required to make each          
determination to issue shares of Common Stock based on its judgment as to the   
best interests of the stockholders and the Company.                             

    The additional shares authorized by the Proposed Amendment are not
intended as an anti-takeover device, and they are not expected to function      
unintentionally as one. However, the Board of Directors could issue shares of   
Common Stock in a manner that makes more difficult or discourages an attempt to 
obtain control of the Company by means of a merger, tender offer, proxy contest 
or other means, although the Board of Directors has no present intention of     
doing so. When, in the judgment of the Board of Directors, the issuance of      
shares under such circumstances would be in the best interest of the            
stockholders and the Company, such shares could be privately placed with        
purchasers favorable to the Board of Directors in opposing such action. The     
issuance of new shares could thus be used to dilute the stock ownership of a    
person or entity seeking to obtain control of the Company if the Board of       
Directors considers the action of such entity or person not to be in the best   
interest of the stockholders and the Company. The existence of the additional   
authorized shares could also have the effect of discouraging unsolicited        
takeover attempts. The Company is not aware of any present efforts by any person
to obtain control of the Company.                                               

Dissenters' Rights                                                              

 Under Delaware corporation law and the Company's Certificate of
Incorporation and bylaws, holders of Common Stock will not be entitled to       
dissenters' rights with respect to the Proposed Amendment.                      

Board Recommendation and Required Approval                                      

       The Board of Directors believes that the Proposed Amendment is in the
best interests of the Company and its stockholders and recommends that the      
stockholders approve the Proposed Amendment. The affirmative vote of the holders
of at a majority of the outstanding shares of Common Stock is required for      
approval of the Proposed Amendment.                                             

       THE BOARD OF DIRECTORS RECOMMENDS A CONSENT "FOR" THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE    
COMPANY'S AUTHORIZED SHARES OF COMMON STOCK FROM 200,000,000 TO 500,000,000     
SHARES OF COMMON STOCK.                                                         

 SUBMISSION OF STOCKHOLDER PROPOSALS
 FOR NEXT ANNUAL MEETING

   Stockholders wishing to submit proposals for consideration by the
Company's Board of Directors at the Company's next Annual Meeting of            
Stockholders should submit them in writing to the attention of the President of 
the Company a reasonable time before the Company begins to print and mail its   
proxy materials, so that the Company may consider such proposals for inclusion  
in its proxy statement and form of proxy for that meeting. The Company does not 
now have any definitive plans regarding the possible date of its next Annual    
Meeting.                                                                        

                                             By Order of the Board of Directors,

Fort Worth, Texas                            James A. Ryffel,                   
August 31, 2001                            Chairman of the Board                

DEF 14A
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 EXHIBIT A

Amendment Resolution

                BE IT RESOLVED, that subarticle (b) of the Fourth Article of
  the Certificate of Incorporation of the Company be and hereby is
amended to read in its entirety as follows:                   

                         "The number authorized of shares of Common Stock is
                 500,000,000 shares of common stock, par value $.01 per share.
              No share of common stock shall be issued until it has been
        paid for and it shall thereafter be non-assessable."

DEF 14A
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HISPANIC TELEVISION NETWORKS, INC.

 WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement (the "Statement") in connection with the proposed increase in the     
authorized number of shares of Common Stock of Hispanic Television Networks,    
Inc. (the "Company") and consents with respect to all of the Common Stock of the
Company held by the undersigned, to the adoption of the proposal set forth      
herein (as such proposal is defined in the Statement) without a meeting of the  
stockholders of the Company.                                                    

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT "FOR" PROPOSAL 1.            

1.       Proposal to amend the Company's  Certificate of Incorporation to       
 increase the authorized  shares of Common Stock to 500,000,000.

_____    CONSENTS/FOR                                         

_____    WITHHOLDS CONSENT/AGAINST                            

_____    ABSTAINS                                             

    Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as executor, administrator,       
trustee, or guardian, please give full title as such, If a corporation, please  
sign in full corporate name by President or other authorized officer. If a      
partnership, please sign in partnership name by authorized person.              

DATE _________________________ 2001         ____________________________________
_________________________________                    Signature                  
PLEASE MARK SIGN DATE AND                                                       
RETURN THE CONSENT FORM PROMPTLY                                                
USING THE ENCLOSED ENVELOPE                _____________________________________
----------------------------                                                    
                                       Signature if held jointly

X______________________________           X____________________________________ 
Printed Name                                   Number of shares (if unknown and 
                                                and voting all shares use "ALL")
--------------------------------------------------------------------------------
REQUEST TO COMMUNICATE ELECTRONICALLY                                           
        To reduce the cost of mailing and printing, the company requests it be
granted permission to communicate with you via electronic means. If this is     
agreeable to you please so indicate below.                                      

        I hereby consent to the company communicating and delivering materials
and documents to me via electronic transmission.                                

X_____________________________                  X_____________________________  
Signature                                                     Email address(s)  

-----------------------------                    -----------------------------  
Signature  (if joint account)                                 Email address(s)  

                                                 -----------------------------
                             Fax
------------------------------------------------------------------------------- 

Dates Referenced Herein

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		9/20/01		2		5			None on these Dates
For Period End:		8/31/01		3		6
Filed on:		8/30/01
		8/24/01		2		6
		8/10/01		6
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