-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DUngXMBCJ2V9nfbI/aVVV2DoHR/kB+J1evDFZjXdFlPRCnmmXptIs7zjBJ5c50Cs 9TszuaVcPwG42XDj+fKBLw== 0001111865-02-000213.txt : 20020614 0001111865-02-000213.hdr.sgml : 20020614 20020614104025 ACCESSION NUMBER: 0001111865-02-000213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020525 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVALCADE OF SPORTS MEDIA INC CENTRAL INDEX KEY: 0001129284 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 330766069 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31048 FILM NUMBER: 02678845 BUSINESS ADDRESS: STREET 1: 12268 VIA LATINA CITY: DEL MAR STATE: CA ZIP: 92914 BUSINESS PHONE: 8584812207 MAIL ADDRESS: STREET 1: 12268 VIA LATINA CITY: DEL MAR STATE: CA ZIP: 92914 8-K 1 cavalcade8k_061102.txt FORM 8-K -- DATE OF REPORT: JUNE 11, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2002 CAVALCADE OF SPORTS MEDIA, INC. --------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-31048 33-0766069 ---------------------------- ----------- ------------------- (State or other jurisdiction Commission (IRS Employer of Incorporation) File Number Identification No.) 12268 Via Latina, Del Mar, California 92914 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (858) 481-2207 -------------- -------------------------------------------------------------- (Former name or former address, if changed since last report.) FORM 8-K ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. See Item 5. ITEM 5. OTHER EVENTS. A. Cineports, Inc. On June 11, 2002, the Registrant entered into a binding Letter of Intent to acquire Cineports, Inc. by means of a merger of Cineports, Inc. with and into a subsidiary of the Registrant to be formed for the purpose of effecting a forward triangular merger. The Letter of Intent is intended to be replaced by a more definitive Plan and Agreement of Reorganization, currently in preparation. The general plan of the acquisition is that the Registrant will form a wholly- owned subsidiary, using the Cineports name, and that subsidiary will acquire Cineports in a merger in which the subsidiary will be the survivor. In the merger, the Registrant will issue shares of its Common Stock to the holders of Cineports' two series of Preferred Stock and Cineports' Common Stock. In addition, the Registrant will issue warrants to the holders of Cineports' Common Stock. The merger will be closed on July 10, 2002, to be effective as of 12:01 a.m. July 1, 2002. Cineports' is engaged in the acquisition of distribution agreements with several foreign film libraries to sell films to homeowners, on a pay-per-view basis, via broadband. Currently, Cineports has distribution agreements with substantial European film libraries. Cineports is currently developing a secured delivery system. B. ChangeBridge Entertainment Television LLC. The form of the acquisition of Changebridge Entertainment Television LLC has been changed. The owner of ChangeBridge, Richard Levinson, has formed a Nevada corporation, "ChangeBridge Television, Inc.", to which he and the limited liability company are contributing all of the assets in exchange for 1,000 shares of the corporation's Common Stock. The Registrant will then acquire those 1,000 shares in a "B" Reorganization, exchanging 100,000 shares of the previously described ChangeBridge Acquisition Series of Convertible Preferred Stock for the 1,000 shares. The exchange will be effective as of 12:01 a.m. on July 1, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The required financial statements will be filed by amendment within sixty (60) days of the date of filing this Form. Attached as an Exhibit is the Letter of Intent executed on June 11, 2002. Exhibit Index - ------------- 10.16 Letter of Intent with Cineports, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cavalcade of Sports Media, Inc. /S/ EDWARD LITWAK Date: June 11, 2002 By: _______________________________ Edward Litwak, President/CEO EX-10 3 ex10-16cineports.txt LETTER OF INTENT WITH CINEPORTS, INC. CAVALCADE OF SPORTS MEDIA, INC. 12268 VIA LATINA DEL MAR, CA 92914 June 11, 2001 Jefferson D. Simmons, President Cineports, Inc. 1000 Vermont Avenue NW, Suite 450 Washington, DC 20005 Re: Triangular Forward Merger of Cineports, Inc. with and into a wholly-owned subsidiary of Cavalcade of Sports Media, Inc. under IRC Sec. 358(a)(1)(A) Dear Mr. Simmons: This is to serve as a formal Letter of Intent and a binding agreement, until superseded by a more formal Agreement of Merger for the merger of Cineports, Inc. ("Cineports) with and into a wholly-owned subsidiary of Cavalcade of Sports Media, Inc. ("Cavalcade") in a triangular forward merger under Internal Revenue Code Section 358(a)(1)(A). I GENERAL FORM OF REORGANIZATION (MERGER) This transaction is structured as a "triangular forward merger" which is defined as the merger of the merging company (Cineports) with and into a subsidiary of the acquiring corporation (Cavalcade), with the shareholders of the merging company receiving "stock or securities" of the acquiring corporation. The stock of the merging corporation owned by its shareholders before the merger is canceled by operation of law in the merger, and the shareholders become shareholders of the acquiring corporation. As used in this Letter of Intent, the word "Merger" refers to this transaction as so structured. Cavalcade will form a new subsidiary, in Nevada, with the name "Cineports, Inc.", which will be wholly-owned. Immediately prior to the merger, Cavalcade will contribute sufficient "stock and securities" (of itself) to the subsidiary, which will issue such "stock and securities" in the merger to the Cineports shareholders as provided in the Agreement of Merger. (The term "stock and securities" is emphasized because the Internal Revenue Service has amended (1998) the applicable regulations to permit the issuance of warrants, in addition to common or preferred stock, to effectuate a merger.) Cineports will merge with and into the Cavalcade subsidiary, which will be the surviving corporation. Cineports will remain as a separate subsidiary, owning its film library, as may be augmented from time to time, and continuing to develop its own business plan. Jefferson D. Simmons, President Cineports, Inc. June 11, 2002 Page 2 II CURRENT CAPITAL STRUCTURE OF CINEPORTS, INC. At present, Cineports is authorized to issue 10,000,000 shares of undesignated Preferred Stock and 40,000,000 shares of Common Stock. Of this authorized capital, Cineports has issued and outstanding two series of Preferred Stock and Common Stock, as follows: 1. 1,135,519 shares of the Series A Preferred Stock; 2. 80,000 shares of the Series B Preferred Stock; and 3. 10,154,556 shares of Common Stock(1). III STOCK AND SECURITIES OF CAVALCADE TO BE ISSUED AND RESERVED To effectuate the Merger, Cavalcade shall issue its Common Stock and Warrants as follows: 1. For the 1,135,519 shares of Cineports' Series A Preferred Stock, Cavalcade shall issue 283,890 shares of its Common Stock, or one (1) share of Cavalcade's Common Stock for each four (4) shares of the Series A; 2. For the 80,000 shares of Cineports' Series B Preferred Stock, Cavalcade shall issue 100,000 shares of its Common Stock, or one and a quarter (1.25) shares of Cavalcade's Common Stock for each one (1) share of the Series B; and 3. For the 10,154,5561 shares of Cineports' Common Stock, Cavalcade shall issue (i) 4,061,822 shares of Cavalcade's Common Stock and (ii) 6,092,734 Warrants, each giving the holder the right to purchase a share of Cavalcade's Common Stock, within a two year period after issuance, at an exercise price of One Dollar and Twenty Cents ($1.20), or four-tenths of a shares of Cavalcade's Common Stock and one (1) Warrant for each share of Cineports' Common Stock. IV CAVALCADE CHANGE OF NAME Immediately upon effectiveness of the Merger, Cavalcade shall change its corporate name to "Cavalcade Media, Inc." so as to reflect the broadened scope of the business to be conducted. _________________________________ (1) This number is to be adjusted at Closing to reflect changes due to the exercise of outstanding options and warrants and the issuance of additional shares, provided, however, that no additional shares shall be issued, except upon the exercise of already issued and outstanding options and warrants, without Cavalcade's prior written approval. Jefferson D. Simmons, President Cineports, Inc. June 11, 2002 Page 3 V CAVALCADE BOARD OF DIRECTORS As of the date of this Letter of Intent, Cavalcade's Board of Directors consists of three (3) persons: 1. Edward E. Litwak 2. Donald A. Parson 3. Michael F. Carroll Immediately upon effectiveness of the Merger, Cavalcade's Board shall meet, increase the size of the Board to five (5) members, and elect the two nominees of Cineports to fill the two vacancies created. The two nominees of Cineports to be elected are: 1. Jefferson D. Simmons 2. Harold Vogel VI SUBSIDIARY'S BOARD OF DIRECTORS POST-MERGER Immediately upon effectiveness of the Merger, the Board of Directors of the Cavalcade subsidiary (Cineports, Inc. - Nevada) shall meet and the following shall be elected as the Board of Directors of such company: 1. Edward E. Litwak 2. Jefferson D. Simmons 3. Harold Vogel 4. Arnold Lutzker 5. Angel Durandez VII CAVALCADE'S OFFICERS POST-MERGER Immediately upon effectiveness of the Merger and the election of the new Board of Directors of Cavalcade, the Board of Directors of Cavalcade shall elect the following as the officers of such corporation: President/CEO - Jefferson D. Simmons Chief Operating Officer - Marshall Orson Chief Financial Officer - James Chamberlain Executive Vice President - F. Patrick Scanlon Vice President - Arnold Lutzker Secretary - Arnold Lutzker Treasurer - James Chamberlain VIII SUBSIDIARY'S OFFICERS POST-MERGER Immediately upon effectiveness of the Merger and the election of Jefferson D. Simmons, President Cineports, Inc. June 11, 2002 Page 4 the new Board of Directors of the surviving corporation, the Board of Directors of that corporation shall elect the following as the officers of such corporation: President/CEO - Jefferson D. Simmons Chief Operating Officer - James Chamberlain Chief Financial Officer - James Chamberlain Vice President - Arnold Lutzker Secretary - Arnold Lutzker Treasurer - James Chamberlain IX APPOINTMENT OF JEFFERSON D. SIMMONS AS INTERIM PRESIDENT Upon the execution by both parties of this Letter of Intent, Cavalcade shall appoint Jefferson D. Simmons as its interim President pending effectiveness of the merger. X DUE DILIGENCE INQUIRIES/REPRESENTATIONS AND WARRANTIES The parties are entering into this Letter of Intent on the basis of various representations made by each of them. In order to allow the parties an opportunity to verify the representations, the parties shall have a period of fourteen (14) business days from the date of execution of this Letter of Intent to determine the validity of the representations made. If either party shall determine that there has been a material misstatement or misrepresentation, including particularly with respect to the contents and condition of their respective film libraries, then that party may withdraw from this Letter of Intent. During the fourteen day due diligence period, both parties shall have access to the books and records of each other in order to perform such due diligence investigation. During the interim between the execution of the definitive Agreement of Merger and the Closing of the Merger, Cavalcade and its representatives shall have continuing access to the books and records of Cineports in order to obtain such information for disclosure in the SEC Registration Statement as Cavalcade and/or its attorneys and auditors shall deem necessary or desirable. The Plan and Agreement of Merger shall contain the usual representations and warranties of both parties as mutually agreed upon by the respective counsels of the constituent corporations. Jefferson D. Simmons, President Cineports, Inc. June 11, 2002 Page 4 X CLOSING Closing of the Merger shall occur at the offices of Lutzker & Lutzker, 1000 Vermont Avenue NW, Suite 450, Washington, DC 20005 at 10:00 a.m. on Wednesday, July 10, 2002. Closing shall be deemed to have occurred effective as of 12:01 a.m., July 1, 2002 for all relevant accounting purposes. At Closing, Cavalcade shall deliver: 1. stock certificates, each for the appropriate number of shares as provided in the Agreement of Merger, in the names of the shareholders of Cineports; and 2. warrant certificates, each for the appropriate number of shares purchasable upon exercise thereof, in the names of the shareholders of Cineports. Yours truly, AGREED AND ACCEPTED: CAVALCADE OF SPORTS MEDIA, INC. CINEPORTS, INC. By: /s/ Edward Litwak By: /s/ Jefferson D. Simmons ----------------------------- ----------------------------- Edward Litwak, President/CEO Jefferson D. Simmons, Pres. Dated: June 11, 2002 Dated: June 11, 2002 -----END PRIVACY-ENHANCED MESSAGE-----