-----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, MqpCeKoIDnBU4osCXvduzHGPZTIk1hyIQHNl/IVhD/+TY9GN55bDqxWHnfWmy7tV z+ntfXUWWhtEkxjdb39h1g== 0001111865-02-000246.txt : 20020729 0001111865-02-000246.hdr.sgml : 20020729 20020729130222 ACCESSION NUMBER: 0001111865-02-000246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20020710 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020729 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: 02712930 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 cavalcade_8k071002.txt FORM 8-K (DATE OF REPORT: JULY 10, 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): July 10, 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. - ------------------- As scheduled in the Plan and Agreement of Merger for the Registrant's acquisition of Cineports.com, Inc. by means of a merger of Cineports.com, Inc. with and into a wholly-owned subsidiary of the Registrant, the merger was 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. To effectuate the forward triangular merger, Registrant issued: 1. For the 1,135,519 shares of Cineports' Series A Preferred Stock, Cavalcade, 567,780 shares of its Common Stock, or two (2) 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 10,304,5561 shares of Cineports' Common Stock, Cavalcade shall issue (i) 4,121,822 shares of Cavalcade's Common Stock and (ii) 6,182,733 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. Contemporaneously with the closing of the merger, the president of Cineports.com, Inc., Jefferson D. Simmons, became president of Registrant and the secretary of Cineports.com, Inc., Arnold Lutzker, became Secretary of Registrant. 2 B. ChangeBridge Entertainment Television LLC. - ---------------------------------------------- Pursuant to the Plan and Agreement of Reorganization for the acquisition of Changebridge Television, Inc. (formerly ChangeBridge Entertainment Television LLC,) the transaction was automatically effective at and as of 12:01 a.m. on July 1, 2002. To effectuate the acquisition, Richard Levinson contributed all of the assets of his single-owner limited liability company (disregarded entity) to a newly-organized Nevada corporation, "ChangeBridge Television, Inc.". The Registrant then acquired that corporation as a wholly-owned subsidiary. In the stock-for-stock exchange, Registrant acquired all of the issued and outstanding capital stock of ChangeBridge Television, Inc. for all 100,000 shares of the newly designated series of preferred stock, the so-called "ChangeBridge Acquisition Series. Each share of such series has a par value of $.001, a stated capital of $.001 ($10.00), is entitled to one (1) vote per share and votes with the Common Stock of Cavalcade as a single class, is entitled to elect 49.9% of the Board of Directors of Newco, receives such dividends as the Board of Directors of Cavalcade shall determine, but only to be paid from the earned income of Newco and are entitled to convert into shares of the Common Stock of Cavalcade on the basis of the following formula: Upon receipt of the audited statements as of the fiscal year ended December 31, 2005) the net income of ChangeBridge, after federal and state income taxes, shall be determined. Such after-tax net income shall be multiplied by the same price earnings multiple "P/E Multiple" given by the market for Cavalcade. The result of multiplying the after-tax net income by the P/E Multiple shall be divided by the average of the closing bid and Asked prices of the Cavalcade Common Stock for the twenty (20) sequential trading days prior to and including the date of the calculation, which shall be deemed to be the date of the auditor's report on the financial statements. The result shall be the number of shares of Common Stock of Cavalcade into which the total number of shares of both (1) the ChangeBridge Acquisition Series of Convertible Preferred Stock and (2) the ChangeBridge Funding Series of Convertible Preferred Stock shall be converted, adding the shares of each Series together and converting pro rata. To provide funding to ChangeBridge, Registrant also designated a second series of preferred stock, called the ChangeBridge Funding Series, consisting of 1,000,000 shares. Each share of the ChangeBridge Funding Series has a par value of $.001, a stated capital of $10.00, is entitled to cumulative dividends at the rate of 10% but solely based upon and derived from the earnings of Newco, has one vote per share, and votes with the Common Stock as a single series. The series automatically convertible into shares of Common Stock of Cavalcade at the time of the conversion of the ChangeBridge Acquisition Series on the same formula. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. After a review of the acquisitions by the Registrant's auditors, it has been determined that no audited financial statements for the two transactions are required as neither company was doing business within the meaning of the applicable SEC rules and regulations as of the acquisition dates. Accordingly, no financial statements need or will be supplied. Attached as an Exhibit are the respective Plans and Agreements of Merger and Reorganization respectively, and the Articles of Merger and Certificate of Merger as filed in Nevada and Delaware respectively for the Cineports.com, Inc. transaction. Also attached as Exhibits are the Certificates of Designation of the ChangeBridge Acquisition Series and the ChangeBridge Funding Series. Exhibit Index 4.3 Certificate of Designation for ChangeBridge Acquisition Series of Preferred Stock 4.4 Certificate of Designation for ChangeBridge Funding Seris of Preferred Stock 10.17 Plan and Agreement of Reorganization with Richard Levinson (ChangeBridge) 10.18 Plan and Agreement of Merger with Cineports.com, Inc. 10.19 Articles of Merger (Nevada) for Cineports.com. Inc. transaction 10.20 Certificate of Merger (Delaware) for Cineports.com, Inc. transaction 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/ Jefferson D. Simmons Date: July 24, 2002 ___________________________________ By: Jefferson D. Simmons, President 4 EX-4 3 ex4-3acqseries.txt EXHIBIT 4.3 EXHIBIT 4.3 CAVALCADE OF SPORTS MEDIA, INC. Certificate of Designation, Powers, Preferences and Rights of the ChangeBridge Acquisition Series of Convertible Preferred Stock Par Value and Stated Capital $.001 Per Share Liquidation Value $.001 Per Share ____________________ Pursuant to Section 78.1955 of the Corporation Law of the State of Nevada ____________________ The undersigned, President of CAVALCADE OF SPORTS MEDIA, INC., a Nevada Corporation (hereinafter called the "Company") does hereby certify as required by NRS 78.1955 that the following resolution has been duly adopted by the Board of Directors of the Company: RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors of the Company (the "Board of Directors") by the provisions of the Certificate of Incorporation, as amended (hereinafter the "Certificate of Incorporation") of the Company, there hereby is created, out of the 10,000,000 shares of preferred stock of the Company authorized in Article III of its Certificate of Incorporation as amended (the "Preferred Stock"), a series of 100,000 shares, which series shall have the following designations, powers, preferences, rights, qualifications, limitations and restrictions (in addition to the designations, powers, preferences, rights, qualifications, limitations and restrictions set forth in the Certificate of Incorporation of the Company which are applicable to the Preferred Stock): 1. DESIGNATION. The designation of the said series of the Preferred Stock shall be the "The ChangeBridge Acquisition Series of Convertible Preferred Stock" (the "ChangeBridge Acquisition Series"). This series shall be of equal rank to the Company's Global Golf 1 Acquisition Series, Global Golf Funding Series, Global Golf-Rivercrest Series, and ChangeBridge Funding Series. 2. NUMBER OF SHARES; PAR VALUE. The number of shares of the ChangeBridge Acquisition Series shall be limited to 100,000. The shares of the ChangeBridge Acquisition Series shall be issued as full shares and shall have a par value of one-tenth of a cent ($.001) per share and a stated capital of one-tenth of a cent ($.001) per share. 3. DIVIDENDS. (a) The holders of the ChangeBridge Acquisition Series shall be entitled to receive, out of any funds of ChangeBridge Television, Inc., (a wholly-owned subsidiary of the Company) at the time legally available for the declaration of dividends, a dividend equivalent to that declared and/or paid with respect to the shares of the Common Stock of ChangeBridge Television, Inc., except that each share of the ChangeBridge Acquisition Series shall receive one one hundredth (1/100) times the dividend payable with respect to each share of the Common Stock of ChangeBridge Television, Inc. There shall be no duty imposed on ChangeBridge Television, Inc. to declare any dividend, regardless of the funds legally available for the declaration of a dividend; it being the intent that the shares of the ChangeBridge Acquisition Series be entitled to a dividend only if a dividend is declared with respect to the Common Stock of ChangeBridge Television, Inc. (b) Unless specifically declared as payable to the holders of the ChangeBridge Acquisition Series, the holders of the ChangeBridge Acquisition Series shall not be entitled to receive any dividend otherwise declared payable out of the funds of the Company at the time legally available for the declaration of 2 dividends; the payment of required dividends being limited to those circumstances where ChangeBridge Television, Inc. declares a dividend on its Common Stock. 4. LIQUIDATION. In the event of a liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, where the holders of shares of the ChangeBridge Acquisition Series do not elect to convert to shares of the Common Stock of the Company as provided below, the holders of shares of ChangeBridge Acquisition Series shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus of any nature, the sum of one-tenth of a cent ($.001) per share, and, in addition to such amount, a further amount equal to the dividends declared but unpaid and accumulated thereon, to the date of such distribution, and no more, before any payment shall be made or any assets distributed to the holders of shares of Common Stock. If upon such liquidation, dissolution, or winding up, whether voluntary or involuntary, the assets distributed among the holders of all classes of the ChangeBridge Acquisition Series shall be insufficient to permit the payment to such shareholders of the full preferential amounts, then the entire assets of the Company to be distributed shall be distributed ratably among the holders of the ChangeBridge Acquisition Series. 7. VOTING. (a) The ChangeBridge Acquisition Series shall have voting rights. For voting purposes, such series shall be considered part of the Common Stock and shall vote with the Common Stock, rather than as a separate series of preferred stock. Each share of the ChangeBridge Acquisition Series shall have one vote per share. 3 (b) The ChangeBridge Acquisition Series shall have the right, exercisable from time to time and at any time that the number of directors of ChangeBridge Television, Inc. may be increased, to elect a majority of the Board of Directors of ChangeBridge Television, Inc. 8. CONVERSION. (a) In the event of a liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, at the option of the respective holders of the ChangeBridge Acquisition Series, the provisions of subsection (b) following shall become applicable, notwithstanding that it is prior to December 31, 2005. (b) The shares of the ChangeBridge Acquisition Series shall automatically be converted into fully paid and nonassessable shares of the Common Stock of the Company, upon the following terms and conditions: (i) The Company's auditors shall break-out the financial statements for ChangeBridge Television, Inc. from the audited financial statements of the Company for the fiscal years ended December 31, 2002, 2003, 2004 and 2005 (but need not give an opinion thereon). Copies of such separate financial statements shall be furnished to the executives of ChangeBridge Television, Inc. and to the holders of the ChangeBridge Acquisition Series. Upon receipt from the auditors of the separate financial statements for the fiscal year ended December 31, 2005, the net income of ChangeBridge Television, Inc. shall be determined, after deduction of federal, state and local income taxes. Such after-tax net income shall be multiplied by the same price earnings multiple 4 ("P/E Multiple") given by the market for the Company. The result of multiplying the after-tax net income by the P/E Multiple shall be divided by the average of the Closing bid and asked prices for the twenty (20) sequential trading days prior to and including the date of the calculation, which shall be deemed to be the date of the auditor's report on the Company's audited financial statements for the fiscal year ended December 31, 2005. The result shall be the number of shares of Common Stock of the Company into which the total number of both (1) the ChangeBridge Acquisition Series and (2) the ChangeBridge Funding Series of Convertible Preferred Stock (being contemporaneously designated) shall be converted, adding the number of then issued and outstanding shares of both series and converting pro rata. (ii) The holder of any of the shares of the ChangeBridge Acquisition Series to be converted shall surrender the certificate or certificates therefor to any transfer agent of the Company for the shares of the Company, duly endorsed in blank for transfer with the signature Medallion guaranteed. As soon as practicable after the surrender of such certificate(s), the Company shall cause to be issued and delivered, at the office of such transfer agent, to or on the order of the holder of the certificate(s) thus surrendered, a certificate or certificates for the number of full shares of Common Stock of the Company issuable hereunder upon the conversion of such shares of the ChangeBridge Acquisition Series. Such conversion shall be deemed to have been effected on the date on which the certificates for such shares of the ChangeBridge Acquisition Series have been surrendered and the person in whose name any certificate or certificates for Common Stock are issuable upon conversion shall be deemed to 5 have become on such date the holder of record of the shares represented thereby. (iii) Earned and declared but unpaid and accrued or accumulated dividends on the ChangeBridge Acquisition Series shall be convertible in the same manner and on the same terms; i.e., by dividing the total of such dividends by the price per share determined under the formula above. (iv) In case of the voluntary dissolution, liquidation, or winding up of the Company, all conversion rights of the holders of shares of ChangeBridge Acquisition Series shall terminate on a date fixed by the Board of Directors, but not more than thirty (30) days prior to the record date for determining the holders of the Common Shares entitled to receive any distribution upon such dissolution, liquidation or winding up. The Company shall cause notice of the proposed action, and of the date of termination of conversion rights, to be mailed to the holders of record of shares of the ChangeBridge Acquisition Series not later than thirty (30) days prior to the date of such termination, and shall promptly give similar notice to each transfer agent for such Preferred Stock and for the Common Stock. (v) No fractional share of ChangeBridge Television, Inc.'s Common Stock shall be issued upon conversion of any share of the ChangeBridge Acquisition Series. The number of shares of the Company's Common Stock to be issued shall be rounded up to the nearest whole number of shares. (vi) As long as any of the shares of the ChangeBridge Acquisition Series remain outstanding, the Company shall take all steps necessary to reserve and keep available a number 6 of the authorized but unissued shares of the Common Stock of the Company sufficient for issuance upon conversion of all such outstanding shares of the ChangeBridge Acquisition Series. (vii) All certificates for the shares of the ChangeBridge Acquisition Series surrendered for conversion as provided herein shall be canceled and retired, and no further shares of the ChangeBridge Acquisition Series shall be issued in lieu thereof. (ix) All shares of the Company's Common Stock issued upon the conversion of the shares of the ChangeBridge Acquisition Series shall be validly issued and outstanding, and fully paid and nonassessable. 9. NO PREEMPTIVE RIGHTS. No holder of any shares of the ChangeBridge Acquisition Series, as such, shall be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of shares of any class or series, junior or senior thereto, or securities convertible into, exchangeable for, or exercisable for the purchase of, shares of any class or series, junior or senior, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise. 7 IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed on its behalf by its undersigned President and attested to by its Secretary this 12th day of June, 2002. CAVALCADE OF SPORTS MEDIA, INC. ATTEST: [Corporate Seal] By:___________________________ Edward Litwak, President ___________________ Acting Secretary STATE OF NEW YORK : :ss COUNTY OF NEW YORK : ACKNOWLEDGMENT Personally appeared before me, a notary public in and for said County and State, Edward E. Litwak, known to me or duly proved to me, who stated that he was the President of Cavalcade of Sports Media, Inc., a Nevada corporation, and he acknowledged that he had executed the Certificate of Designation on behalf of such corporation for the purposes stated therein. ________________________________ My Commission Expires: 8 EX-4 4 ex4-4fundingseries.txt EXHIBIT 4.4 EXHIBIT 4.4 CAVALCADE OF SPORTS MEDIA, INC. Certificate of Designation, Powers, Preferences and Rights of the ChangeBridge Funding Series of Convertible Preferred Stock Par Value $.001 Per Share Stated Capital $15.00 Per Share ____________________ Pursuant to Section 78.195(6) of the Corporation Law of the State of Nevada ____________________ The undersigned, President of CAVALCADE OF SPORTS MEDIA, INC., a Nevada Corporation (hereinafter called the "Company") does hereby certify as required by NRS 78.195(6) that the following resolution has been duly adopted by the Board of Directors of the Company: RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors of the Company (the "Board of Directors") by the provisions of the Certificate of Incorporation, as amended (hereinafter the "Certificate of Incorporation") of the Company, there hereby is created, out of the 10,000,000 shares of preferred stock of the Company authorized in Article III of its Certificate of Incorporation as amended (the "Preferred Stock"), a series of 1,000,000 shares, which series shall have the following designations, powers, preferences, rights, qualifications, limitations and restrictions (in addition to the designations, powers, preferences, rights, qualifications, limitations and restrictions set forth in the Certificate of Incorporation of the Company which are applicable to the Preferred Stock): 1. DESIGNATION. The designation of the said series of the Preferred Stock shall be the"ChangeBridge Funding Series of Convertible Preferred Stock" (the "CHANGEBRIDGE FUNDING SERIES"). This series shall be of equal rank to the Company's ChangeBridge Acquisition Series of Convertible Preferred Stock. 1 2. NUMBER OF SHARES; PAR VALUE; STATED CAPITAL. The number of shares of the CHANGEBRIDGE FUNDING SERIES shall be limited to 100,000. The shares of the CHANGEBRIDGE FUNDING SERIES shall be issued as full shares and shall have a par value of one-tenth of a cent ($.001) per share and a stated capital of Ten Dollars ($10.00) per share. 3. DIVIDENDS. (a) The holders of the CHANGEBRIDGE FUNDING SERIES shall be entitled to receive, out of any funds of ChangeBridge Television, Inc. (a wholly-owned subsidiary of the Company), at the time legally available for the declaration of dividends, a dividend equivalent to that declared and/or paid with respect to the shares of the Common Stock of ChangeBridge Television, Inc. Each share of the CHANGEBRIDGE FUNDING SERIES shall receive the same dividend per share as the dividend payable with respect to each share of the Common Stock of ChangeBridge Television, Inc. There shall be no duty imposed on ChangeBridge Television, Inc. to declare any dividend, regardless of the funds legally available for the declaration of a dividend; it being the intent that the shares of the CHANGEBRIDGE FUNDING SERIES be entitled to a dividend only if a dividend is declared with respect to the Common Stock of ChangeBridge Television, Inc. (b) Unless specifically declared as payable to the holders of the CHANGEBRIDGE FUNDING SERIES, the holders of the CHANGEBRIDGE FUNDING SERIES shall not be entitled to receive any dividend otherwise declared payable out of the funds of the Company at the time legally available for the declaration of dividends; the payment of required dividends being limited to those circumstances where ChangeBridge Television, Inc. declares a dividend on its Common Stock. However, in the event of the declaration of a dividend to the holders of the ChangeBridge Acquisition Series of Convertible Preferred Stock, a like dividend shall also be declared on the CHANGEBRIDGE FUNDING SERIES. 2 4. LIQUIDATION. (a) In the event of a liquidation, dissolution, or winding up of ChangeBridge Television, Inc., whether voluntary or involuntary, where the holders of shares of the CHANGEBRIDGE FUNDING SERIES do not elect to convert to shares of the Common Stock of ChangeBridge Television, Inc. as provided below, the holders of shares of the CHANGEBRIDGE FUNDING SERIES shall be entitled to receive out of the assets of ChangeBridge Television, Inc., whether such assets are capital or surplus of any nature, the sum of Fifteen Dollars ($15.00) per share, and, in addition to such amount, a further amount equal to the dividends declared but unpaid and accumulated thereon, to the date of such distribution, and no more, before any payment shall be made or any assets distributed to the holders of shares of Common Stock of ChangeBridge Television, Inc. If upon such liquidation, dissolution, or winding up, whether voluntary or involuntary, the assets distributed among the holders of the CHANGEBRIDGE FUNDING SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE FUNDING SERIES shall be insufficient to permit the payment to such shareholders of the full preferential amounts, then the entire assets of ChangeBridge Television, Inc. to be distributed shall be distributed ratably among the holders of the CHANGEBRIDGE FUNDING SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE FUNDING SERIES ratably. (b) In the event of a liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, where the holders of shares of the CHANGEBRIDGE FUNDING SERIES do not elect to convert to shares of the Common Stock of ChangeBridge Television, Inc. as provided below, the holders of shares of CHANGEBRIDGE FUNDING SERIES shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus of any nature, the sum of Fifteen Dollars ($15.00) per share, and, in 3 addition to such amount, a further amount equal to the dividends declared but unpaid and accumulated thereon, to the date of such distribution, and no more, before any payment shall be made or any assets distributed to the holders of shares of Common Stock. If upon such liquidation, dissolution, or winding up, whether voluntary or involuntary, the assets distributed among the holders of the CHANGEBRIDGE FUNDING SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE FUNDING SERIES shall be insufficient to permit the payment to such shareholders of the full preferential amounts, then the entire assets of ChangeBridge Television, Inc. to be distributed shall be distributed ratably among the holders of the CHANGEBRIDGE FUNDING SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE FUNDING SERIES ratably. 5. REDEMPTION. (a) At any time after July 31, 2006, the Company, at the option of the Board of Directors, may redeem the whole of, or from time to time may redeem any part of, the CHANGEBRIDGE FUNDING SERIES on any dividend date by either (i) paying in cash therefor Fifteen Dollars ($15.00) per share and, in addition to such amount, an amount in cash equal to all dividends on the CHANGEBRIDGE FUNDING SERIES declared but unpaid and accumulated up to and including the date fixed for redemption. (b) In case of the redemption of a part only of the outstanding shares of the CHANGEBRIDGE FUNDING SERIES, the Company shall designate by lot, in such manner as the Board of Directors may determine, the shares to be redeemed, or shall effect such redemption pro rata. Less than all of the shares of the CHANGEBRIDGE FUNDING SERIES at any time outstanding may not be redeemed until all dividends declared, accrued and in arrears upon all of the shares of the CHANGEBRIDGE FUNDING SERIES outstanding shall have been paid for all past dividend periods, and until full dividends, if any, for the then current dividend period on all 4 shares of the CHANGEBRIDGE FUNDING SERIES then outstanding, other than the shares to be redeemed, shall have been paid or declared and the full amount thereof set apart for payment. At least 30 days' previous notice by mail, postage prepaid, shall be given to the holders of record of the shares to be redeemed. 6. VOTING. The CHANGEBRIDGE FUNDING SERIES shall have voting rights. For voting purposes, such series shall be considered part of the Common Stock and shall vote with the Common Stock, rather than as a separate class or series of preferred stock. Each share of the CHANGEBRIDGE FUNDING SERIES shall have one vote per share. 7. VOLUNTARY CONVERSION INTO SHARES OF CAVALCADE OF SPORTS MEDIA, INC. The shares of the CHANGEBRIDGE FUNDING SERIES shall, from and after July 31, 2004, at the option of the respective holders thereof, be convertible into fully paid and nonassessable shares of the Common Stock of ChangeBridge Television, Inc., upon certain terms and conditions, at any time and from time to time, except that any of such CHANGEBRIDGE FUNDING SERIES shares which have been called for redemption shall be convertible up to and including, but not after, the close of business on the tenth (10) day prior to the redemption date. (i) In order to exercise the conversion privilege, the holder of any of the shares of the CHANGEBRIDGE FUNDING SERIES to be converted shall surrender the certificate or certificates therefor to any transfer agent of the Company, duly endorsed in blank for transfer with the signature Medallion guaranteed, accompanied by written notice of election to convert such shares or a portion thereof executed on the form set forth on such certificates or on such 5 other form as may be provided form time to time by the Company. As soon as practicable after the surrender of such certificates as provided above, the Company shall cause to be issued and delivered, at the office of such transfer agent, to or on the order of the holder of the certificates thus surrendered, a certificate or certificates for the number of full shares of Common Stock of the Company issuable hereunder upon the conversion of such shares of the CHANGEBRIDGE FUNDING SERIES and cash or scrip, as provided in subparagraph (v) below, in respect of any fraction of a common share issuable upon such conversion. Such conversion shall be deemed to have been effected on the date on which the certificates for such shares of the CHANGEBRIDGE FUNDING SERIES have been surrendered as provided above, and the person in whose name any certificate or certificates for Common Stock are issuable upon conversion shall be deemed to have become on such date the holder of record of the shares represented thereby. (ii) The shares of CHANGEBRIDGE FUNDING SERIES shall be convertible into Common Shares of the Company at a conversion price equal to the average of the bid and asked closing prices for the twenty (20) consecutive trading days ending on the day prior to conversion, taking each share of the CHANGEBRIDGE FUNDING SERIES at Fifteen Dollars ($15.00) per share. No fractional Common Shares shall be issued. (iii) Earned and declared but unpaid and accrued or accumulated dividends on the CHANGEBRIDGE FUNDING SERIES shall be convertible into Common Shares of the Company at a conversion price equal to the average of the bid and 6 asked closing prices for the twenty (20) consecutive trading days ending on the day prior to conversion. No fractional Common Shares shall be issued. (iv) In case of the voluntary dissolution, liquidation, or winding up of the Company, all conversion rights of the holders of shares of CHANGEBRIDGE FUNDING SERIES shall terminate on a date fixed by the Board of Directors, but not more than thirty (30) days prior to the record date for determining the holders of the Common Shares entitled to receive any distribution upon such dissolution, liquidation or winding up. The Company shall cause notice of the proposed action, and of the date of termination of conversion rights, to be mailed to the holders of record of shares of the CHANGEBRIDGE FUNDING SERIES not later than thirty (30) days prior to the date of such termination, and shall promptly give similar notice to each transfer agent for such Preferred Stock and for the Common Stock. (v) No fractional share of the Company's Common Stock shall be issued upon conversion of any share of the CHANGEBRIDGE FUNDING SERIES, but in lieu of fractional shares the Company shall, at its option, either pay an amount in cash equal to the current market value of such fractional interest, computed on the basis of the last reported sale price of the Common Stock prior to the date of conversion, or issue scrip of the Company in respect there of. Such scrip shall be non interest-bearing and non-voting, shall be exchangeable in combination with other similar scrip for the number of full shares of Common Stock of the Company represented thereby, shall be issued in such denominations and in such form, shall 7 expire after such reasonable time, which shall not be less than one year from the date of issue, may contain such provisions for the sale for the account of the holder of such scrip of the shares of Common Stock for which such scrip is exchangeable, and shall be subject to such other terms and provisions, if any, as the Board of Directors may from time to time determine prior to the issuance thereof. (vi) As long as any of the shares of the CHANGEBRIDGE FUNDING SERIES remain outstanding, the Company shall take all steps necessary to reserve and keep available a number of authorized but unissued shares of its Common Stock sufficient for issuance upon conversion of all such outstanding shares of the CHANGEBRIDGE FUNDING SERIES, and for issuance in exchange for all outstanding scrip certificates. (vii) All certificates for the shares of the CHANGEBRIDGE FUNDING SERIES surrendered for conversion as provided herein shall be canceled and retired, and no further shares of the CHANGEBRIDGE FUNDING SERIES shall be issued in lieu thereof. (ix) The exercise of the conversion privilege shall be subject to such regulations, not inconsistent with the foregoing provisions of this paragraph, as may from time to be adopted by the Board of Directors of the Company. (x) All shares of the Company's Common Stock issued upon the conversion of the shares of the CHANGEBRIDGE FUNDING SERIES shall be validly issued and outstanding, and fully paid and nonassessable. 8 8. INVOLUNTARY (AUTOMATIC) CONVERSION INTO SHARES OF CHANGEBRIDGE TELEVISION, INC. If, at any time after December 31, 2002 a majority in interest of the holders of the Company's series of Preferred Stock designated as the Golf Acquisition Series of Convertible Preferred Stock: (i) shall convert their Preferred Stock into shares of the Common Stock of ChangeBridge Television, Inc.; and (ii) shall elect to have the Company spin-off ChangeBridge Television, Inc. as an independent corporation (i.e., to no longer be a subsidiary of the Company) then all of the issued and outstanding shares of the CHANGEBRIDGE FUNDING SERIES shall automatically be converted to shares of the Common Stock of ChangeBridge Television, Inc. (without further action by any holder) upon the following terms and conditions: (a) the Company/ChangeBridge Television, Inc. shall, at the sole cost and expense of ChangeBridge Television, Inc., file and prosecute to effectiveness a Registration Statement under the Securities Act of 1933 with the Securities and Exchange Commission; (b) in such Registration Statement ChangeBridge Television, Inc. shall register sufficient shares of the Common Stock of ChangeBridge Television, Inc. to effectuate the automatic conversion required hereunder into registered (free-trading) shares of the Common Stock of ChangeBridge Television, Inc.; (c) the conversion shall be automatically effective upon the Securities and Exchange Commission declaration of the effectiveness of such Registration Statement; (d) The shares of the CHANGEBRIDGE FUNDING SERIES shall be convertible into Common Shares of the Company at the rate of ten (10) shares of ChangeBridge Television, Inc. Common Stock for each share of CHANGEBRIDGE FUNDING SERIES. provided, however, that the immediate sale of such shares during the offering period may be limited by the underwriter without the approval of the holder(s) for a period not to exceed one hundred twenty days from the commencement of the offering. 9 (e) Earned and declared but unpaid and accrued or accumulated dividends on the CHANGEBRIDGE FUNDING SERIES shall be convertible in the same manner and on the same terms as the stated capital. (f) No fractional share of ChangeBridge Television, Inc.'s Common Stock shall be issued upon this involuntary conversion of any share of the CHANGEBRIDGE FUNDING SERIES, but in lieu of fractional shares ChangeBridge Television, Inc. shall round up the shares being issued to the next whole share. (g) All certificates for the shares of the CHANGEBRIDGE FUNDING SERIES surrendered for conversion as provided herein shall be canceled and retired, and no further shares of the CHANGEBRIDGE FUNDING SERIES shall be issued in lieu thereof. (h) The exercise of the conversion privilege shall be subject to such regulations, not inconsistent with the foregoing provisions of this paragraph, as may from time to be adopted by the Board of Directors of the Company. (i) All shares of ChangeBridge Television, Inc.'s Common Stock issued upon the conversion of the shares of the CHANGEBRIDGE FUNDING SERIES shall be validly issued and outstanding, and fully paid and nonassessable. 9. NO PREEMPTIVE RIGHTS. No holder of any shares of the CHANGEBRIDGE FUNDING SERIES, as such, shall be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of shares of any class or series, junior or senior thereto, or securities convertible into, exchangeable for, or exercisable for the purchase of, shares of any class or series, junior or senior, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise. 10 IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed on its behalf by its undersigned President and attested to by its Secretary this 17th day of February, 2002. CAVALCADE OF SPORTS MEDIA, INC. ATTEST: [Corporate Seal] By:______________________________ Edward Litwak, President ___________________________ Secretary STATE OF NEW YORK : :ss COUNTY OF NEW YORK : ACKNOWLEDGEMENT Personally appeared before me, a notary public in and for said County and State, Edward E. Litwak, known to me or duly proved to me, who stated that he was the President of Cavalcade of Sports Media, Inc., a Nevada corporation, and he acknowledged that he had executed the Certificate of Designation on behalf of such corporation for the purposes stated therein. _________________________________ My Commission Expires: 11 EX-10 5 ex10-17reorgagree.txt EXHIBIT 10.17 EXHIBIT 10.17 SECTION 368(a)(1)(B) REORGANIZATION AGREEMENT THIS SECTION 368(a)(1)(B) REORGANIZATION AGREEMENT made as of this 8th day of June, 2002 (to be effective 12:01 a.m. July 1, 2002) by and among: CAVALCADE OF SPORTS MEDIA, INC., a Nevada corporation with its principal office located at 12268 Via Latina, Del Mar California 92914 (hereinafter referred to as the "COMPANY") AND RICHARD LEVINSON, the founder and sole stockholder of ChangeBridge Television, Inc., a Nevada corporation with its primary office at 40 Barkmill Terrace, Montville, New Jersey 07045 (hereinafter referred to as "STOCKHOLDER") WITNESSETH THAT: WHEREAS, STOCKHOLDER has organized ChangeBridge Television, Inc. for the purpose of engaging in the television industry, including the creation and production of television programming; WHEREAS, immediately following its incorporation, ChangeBridge Television, Inc. acquired, by contribution under Section 351 of the Internal Revenue Code, all of the assets of ChangeBridge Entertainment Television Limited Liability Company and has succeeded to the business plan of that entity including all pending negotiations; WHEREAS, COMPANY is willing to acquire ChangeBridge Television, Inc. in a so-called "B" Reorganization (tax-free, stock-for-stock exchange), whereby ChangeBridge Television, Inc. will become a subsidiary of COMPANY, and STOCKHOLDER is agreeable to such acquisition; NOW, THEREFORE, in consideration of the mutual promises and covenants contained hereinbelow, intending to be legally bound, the parties have agreed as follows: I THE REORGANIZATION 1. "B" REORGANIZATION. (a) STOCKHOLDER and COMPANY hereby agree to have COMPANY acquire all of the issued and outstanding capital stock of ChangeBridge Television, Inc. in exchange solely for The ChangeBridge Acquisition Series of the COMPANY's Preferred Stock in 1 a tax-free stock-for-stock exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. (b) The stock-for-stock B Reorganization as set forth in Paragraph 2 following shall be effected as of 12:01 A.M. on July 1, 2002. (c) STOCKHOLDER represents and warrants that he is taking, and will hold, such shares for investment. STOCKHOLDER acknowledges, agrees and represents that: (i) He has been advised that none of the shares of the COMPANY's ChangeBridge Acquisition Series ("Shares") being acquired hereunder have been registered under the Securities Act of 1933(the "1933 Act"). (ii) All of the Shares of COMPANY being acquired hereunder are being, and will be, acquired and held for investment, not for resale or distribution to the public and not for the purpose of effecting or causing to be effected a public offering of such securities and, further, that none of such Shares will be sold, transferred, assigned or disposed of except to, or in trust for the benefit of, members of the STOCKHOLDER's immediate family or his personal representatives, devisees, and legatees, or in accordance with the 1933 Act and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. (iii) He has been advised and is aware of the fact, that by reason of the foregoing investment representations and restrictions upon transfer: (A) the Shares must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available; (B) if Rule 144 of the Rules and Regulations promulgated by the SEC is applicable to any future routine sales of any such securities, such sales can be made only in limited amounts in accordance with the terms and conditions of that Rule; (C) in the case of securities to which that Rule is not applicable, compliance with some applicable disclosure exemption, if any be available, will be required; (D) all of the certificates for the Shares issued to him will bear a legend restricting transfer thereof; and (E) the Transfer Agent of the Company's Common Stock will be given "stop-transfer" instructions so as to prevent any illegal transfer of such Shares. (d) He has relied only and exclusively upon his own investigation into COMPANY and its financial condition for purposes of deciding to enter into and close this Agreement and to accept the Shares in exchange for shares of ChangeBridge Television, Inc.. He has not relied upon any oral or written representation made by COMPANY or any of its officers or directors or representatives of COMPANY and no representation or statements shall survive the Closing with the sole exception of the representations and warranties contained in this Agreement. 2 2. EXCHANGE OF SHARES. COMPANY and the STOCKHOLDER agree that at Closing, which shall be immediately after execution of this Agreement by all parties, all of the issued and outstanding shares of capital stock of ChangeBridge Television, Inc., consisting solely of 1,000 shares of its Common Stock shall be exchanged with COMPANY for 100,000 shares of the ChangeBridge Acquisition Series of the COMPANY's Preferred Stock to be immediately issued to STOCKHOLDER. The Shares shall be issued in certificates of such denominations, amounts, and names as may be requested by the STOCKHOLDER. Time is of the essence. II MISCELLANEOUS 1. GOVERNMENTAL REGULATIONS. This Agreement is subject to the terms of all applicable federal, state, and municipal laws, regulations, and decisions, whether existing or enacted hereafter, including the regulations and actions of all governmental administrative agencies and commissions having jurisdiction. 2. ASSIGNMENT AND DELEGATION. Neither party may assign any rights or delegate any duties hereunder without the express prior written consent of the other. 3. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings which are deemed to have been merged herein. No representations were made or relied upon by either party, other than those expressly set forth herein. 4. MODIFICATION. This writing contains the entire agreement of the parties and shall be amended only by a further writing. No agent, employee, or other representative of any party is empowered to alter any of the terms hereof, including specifically this Paragraph 4, unless done in writing and signed by appropriate corporate officers or by the individuals to be charged. 5. CONSTRUCTION. Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. This Agreement shall be deemed to have been mutually prepared by all parties and shall not be construed against any particular party as the draftsman. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or 3 subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted. 6. CONTROLLING LAW. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Nevada. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be in New York, New York. In any legal action or other proceeding involving, arising out of or in any way relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation. 7. WAIVER. The failure of any party to object to, or to take affirmative action with respect to, any conduct of any other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. NOTICES. All notices or other communications to be sent as provided for by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties. 9. HEADINGS. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 10. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 11. BINDING EFFECT. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. 4 12. EFFECTIVE DATE. This Agreement shall be deemed to become effective at 12:01 A.M. on July 1, 2002. IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement the day and year first above written: WITNESS: STOCKHOLDER: ______________________________ ________________________________ Richard Levinson Signatures, continued CAVALCADE OF SPORTS MEDIA, INC. ATTEST: By:____________________________ Edward Litwak _______________________________ Secretary 5 EX-10 6 ex10-18planandagreemerger.txt EXHIBIT 10.18 EXHIBIT 10.18 PLAN AND AGREEMENT OF MERGER ---------------------------- CINEPORTS, INC. (surviving corporation) AND CINEPORTS.COM, INC. (merging corporation) This PLAN AND AGREEMENT OF MERGER, dated this 15th day of June, 2002, made pursuant to the applicable provisions of the corporation laws of the states of Delaware and Nevada, by and between: CINEPORTS, INC., a Nevada corporation having its principal business office located at 12868 Via Latina, Del Mar, California 92014 (hereinafter sometimes referred to as the "surviving corporation"); AND CINEPORTS.COM, INC., a Delaware corporation, having its principal business office located at 1000 Vermont Avenue, NW, Suite 450, Washington, D.C. 20005 (hereinafter sometimes referred to as the "merging corporation"); AND CAVALCADE OF SPORTS MEDIA, INC., a Nevada corporation having its principal business office located at 12868 Via Latina, Del Mar, California 92014, being the parent of Cineports, Inc., the surviving corporation (hereinafter sometimes referred to as "CAVALCADE") WITNESSETH THAT: WHEREAS, the parties desire to have a forward triangular merger whereby CINEPORTS, INC., a wholly-owned subsidiary of CAVALCADE, and CINEPORTS.COM, INC. (hereinafter jointly referred to as the "constituent corporations") merge into a single corporation so as to merge the business and assets of the Delaware corporation, Cineports.com, Inc., with and into the Nevada corporation, Cineports, Inc., with CAVALCADE issuing shares of its common stock and warrants for the purchase of its common stock; NOW THEREFORE, the constituent corporations, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of their Merger and the mode of carrying the same into effect, as follows: ARTICLE I THE MERGER 1. Immediately following execution hereof, each of the parties shall call a meeting of its Board of Directors which by resolution, shall approve and adopt this Plan and Agreement of Merger as a plan of reorganization within the provisions of Section 368 (a)(1)(A) of the Internal Revenue Code. 2. (a) Upon approval of this Plan and Agreement of Merger by the Board of Directors of Cineports.com, Inc. this Plan and Agreement shall be presented to the stockholders of such corporation for approval. 1 (b) Upon approval of this Plan and Agreement of Merger by the Board of Directors of Cineports, Inc. this Plan and Agreement shall be presented to CAVALCADE as the sole stockholder of such corporation for approval. (c) CAVALCADE as the sole stockholder of Cineports, Inc., hereby waives any and all mailing of this Plan and Agreement of Merger prior to the filing of the Articles/ Certificate of Merger. (d) Articles/Certificate of Merger shall be filed on or before July 11, 2002. 3. Upon effectiveness of this Plan and Agreement of Merger, Cineports, Inc. shall merge Cineports.com, Inc. into itself and Cineports.com, Inc. shall merge into and with Cineports, Inc. which shall be the surviving corporation and Cineports, Inc. shall continue for all purposes while the separate existence of Cineports.com, Inc. shall cease. 4. On or before July 11, 2002, following effectiveness of this Plan and Agreement of Merger, the officers of the surviving corporation shall prepare, execute, and file Articles/Certificate of Merger with the Nevada and Delaware Departments of State and take all other actions necessary to formalize the Merger, pursuant to the applicable sections of the corporation laws of Nevada and Delaware. 5. Upon the Merger becoming effective: (a) The Articles of Incorporation of Cineports, Inc. as in effect on the date of the Merger becoming effective shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation. (b) The Bylaws of Cineports, Inc. as in effect on the date of the Merger becoming effective shall continue in full force and effect as the Bylaws of the surviving corporation. (c) The directors and officers of the merging Delaware corporation shall become as the directors and officers of such surviving corporation, except that Edward Litwak shall be Chairman of the Board of Directors of such corporation, and serve until the next annual meeting of shareholders and until their successors shall have been elected and qualified. (d) All the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merging corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merging corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. 7. All rights of creditors and all liens upon any property of the constituent corporations shall be preserved unimpaired and all debts, liabilities, and duties of the merging corporation shall thenceforth attach to the surviving corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by such surviving corporation. 8. The merging corporation hereby agrees that, from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds, bills of sale, assignments, documents, and instruments, and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merging corporation acquired or to be acquired by reason of or as a result of the Merger herein provided for and otherwise to carry out the intent and purposes 2 hereof and the proper officers and directors of the surviving corporation are fully authorized in the name of the merging corporation or otherwise to take any and all such action. 9. The issued and outstanding shares of Common Stock of Cineports.com, Inc. shall be canceled. To effectuate the Merger, CAVALCADE shall issue its Common Stock and Warrants as follows: A. For the 1,135,519 shares of Cineports' Series A Preferred Stock, CAVALCADE shall issue 567,780 shares of its Common Stock, or one (1)share of CAVALCADE's Common Stock for each two (2) shares of the Series A; B. 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 C. For the 10,304,556 shares of Cineports' Common Stock, CAVALCADE shall issue (i) 4,121,822 shares of CAVALCADE's Common Stock (subject to such adjustments as may be required by rounding) and (ii) 6,182,733 Warrants (subject to such adjustments as may be required by rounding), 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 share of CAVALCADE's Common Stock and one (1) Warrant for each share of Cineports' Common Stock. 10. The surviving corporation shall pay all the reasonable and ordinary expenses of carrying this Agreement into effect and of accomplishing the Merger, and shall make all requisite payments to any dissenting shareholders. 11. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights, and immunities of Cineports, Inc. shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Cineports.com, Inc. shall be merged into Cineports, Inc. and Cineports, Inc. shall, as the surviving corporation, be fully vested therewith. At the effective time of the Merger, the separate existence of Cineports.com, Inc. shall cease, and in accordance with the terms of this agreement the surviving corporation shall possess all the rights, privileges, powers, and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities, and duties, of each of the constituent corporations, and all and singular, the rights, powers, and franchises and all property, real, personal, and mixed, and all debts due on whatever account, including stock subscriptions, and all other things in action and all and every other interest of or belonging to or due to each of the constituent corporations shall be taken and deemed to be transferred to and vested in the surviving corporation without further act or deed; and all property, rights, privileges, powers, and franchises and all and every other interest shall be thereafter as effectually the property of the surviving corporation as they were of the merging corporation; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of Nevada and Delaware vested in such corporation, shall not revert or be in any way impaired by reason of the Merger. The surviving corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the constituent corporations, and any claim existing or action or proceeding pending by or against the merging corporation may be prosecuted as if the Merger had not taken place, or the surviving 3 corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the constituent corporations shall be impaired by the Merger, and all debts, liabilities, and duties of each of said constituent corporations shall attach to the surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. ARTICLE II REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF CINEPORTS.COM, INC. Cineports.com, Inc. intending CAVALCADE, Cineports, Inc., and their officers, directors and stockholders to rely thereon, represents, warrants and agrees as follows: 1. Cineports.com, Inc. shall be, as of the date of the merger, a validly existing corporation in good standing, duly organized pursuant to the laws of the State of Delaware, with all legal and corporate authority and power to conduct its business as now being conducted and to own its properties and it possesses all necessary permits and licenses required in connection with the conduct of its business. 2. The conduct of Cineports.com, Inc.'s business shall be in full compliance with all applicable, federal, state and local governmental statutes, rules, regulations, ordinances and decrees. 3. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Cineports.com, Inc. upon incorporation and adoption; or of any indenture, other agreement or instrument to which the corporation may be a party or by which it or its assets may be bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the corporation, its securities or its properties. 4. Cineports.com, Inc. is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the stock or to any agreement that affects the voting rights of any of the stock, nor has the company made any commitment of any kind relating to the issuance of shares of any of its stock, whether by subscription, right of conversion, option or otherwise. 5. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained. The foregoing representations, warranties and agreements shall be true and correct as of the effective date of the Merger. Such representations, warranties and agreements shall survive the Merger until July 15, 2003. None of such representations, warranties and agreements contain, or shall contain as of the effective date of the Merger, any false or misleading statement of a material fact or omit, as of the effective date of the Merger, to state any material fact necessary in order to make the representations, warranties and agreements not misleading. 4 ARTICLE III REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF CINEPORTS,INC. Cineports, Inc., intending Cineports.com, Inc. to rely thereon, represents, warrants and agrees as follows: 1. Cineports, Inc. is, as of the date of this Agreement, a validly existing corporation in good standing, duly organized pursuant to the laws of the State of Nevada, with all legal and corporate authority and power to conduct its business as now being conducted and to own its properties and it possesses all necessary permits and licenses required in connection with the conduct of its business. 2. The conduct of Cineports, Inc.'s business is in full compliance with all applicable, federal, state and local governmental statutes, rules, regulations, ordinances and decrees. 3. Pursuant to its Articles of Incorporation Cineports, Inc. is authorized to issue 10,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued and outstanding, and 100,000 shares of Common Stock, $.001 par value per share, of which 1,000 shares of Common Stock are issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character of the corporation and, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the corporation, to issue or to sell any additional shares of Cineports, Inc.'s stock or any options or rights with respect thereto, or any securities convertible into any shares of stock of any class. 4. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Cineports, Inc.; any indenture, other agreement or instrument to which the corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the corporation, its securities or its properties. 5. Cineports, Inc. is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the stock or to any agreement that affects the voting rights of any of the stock, nor has the company made any commitment of any kind relating to the issuance of shares of any of its stock, whether by subscription, right of conversion, option or otherwise. 6. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained. The foregoing representations, warranties and agreements shall be true and correct as of the effective date of the Merger. Such representations, warranties and agreements shall survive the Merger until July 15, 2003. None of such representations, warranties and agreements contain, or shall contain as of the effective date of the Merger, any false or misleading statement of a material fact or omit, as of the effective date of the Merger, to state any material fact necessary in order to make the representations, warranties and agreements not misleading. 5 ARTICLE IV CONDUCT OF CINEPORTS.COM, INC. BEFORE CLOSING From the execution of this Agreement to Closing, Cineports.com, Inc. shall not take any action, or enter into any agreement, that would constitute or cause any inducement, representation or warranty of Cineports.com, Inc. contained in this Agreement to become untrue, nor to take any action or enter into any agreement, that would constitute, or cause, a breach of this Agreement. Cineports.com, Inc. will use its best efforts to preserve intact its business organization, to keep available to it the services of its present officers and employees, to preserve its present relationships with persons having significant business relations with it, to maintain all of its properties in customary repair and condition and to maintain insurance policies in respect of its business and properties consistent with current practice. ARTICLE V CONDUCT OF PARTIES PENDING CLOSING 1. Cineports.com, Inc. and Cineports, Inc. each agrees to give to the other and the authorized representatives of the other full access to all the premises and books and records of it and to furnish the other with such financial and operating data and other information with respect to the business and properties of it as the other shall from time to time request; provided, however, that any such investigation shall not affect any of the representations and warranties hereunder; and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the other. In the event of termination of this agreement, Cineports.com, Inc. and Cineports, Inc. will each return to the other all documents, work papers and other material obtained from the other in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any information obtained pursuant to this agreement unless such information is readily ascertainable from public or published information or trade sources. 2. The Boards of Directors of Cineports.com, Inc. and Cineports, Inc., respectively, will adopt and approve this Plan and Agreement of Merger. ARTICLE VI MISCELLANEOUS 1. NOTICES. All notices to a party shall be deemed given when mailed by registered or certified mail to the address at the head of this Agreement or such other address as may be substituted therefor. 2. INTEGRATION. This Agreement is the entire Agreement among the parties and supersedes any prior agreement(s) among the parties with respect thereto except as herein specified. No alteration, modification, or waiver of term or condition hereof shall be binding unless in writing and signed by all parties. 3. AMENDMENTS. This Agreement may be amended only with the written approval of the party to be charged therewith; provided, however, that no such amendment may be made that would cause a breach of any warranty or representation herein. 6 4. NO ASSIGNMENT. This Agreement may not be assigned by either party or by operation of law or otherwise. 5. CONSTRUCTION. Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. 6. INTERPRETATION. It is the intent of the parties that this Agreement shall be construed and interpreted, and that all questions arising hereunder shall be determined in accordance with the provisions of the laws of the State of Delaware. 7. ARBITRATION. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in New York City, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New York. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 8. COUNTERPARTS. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 9. BROKERS' OR FINDERS' FEES. This merger is being done to merge the subsidiary merging corporation into the parent surviving corporation. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein. IN WITNESS WHEREOF, and intending to be legally bound, the parties have hereunto set their hands and seals the day and year first above written. CINEPORTS.COM, INC. ATTEST: By: _________________________________ _______________________________ Secretary CINEPORTS, INC. ATTEST: By: _________________________________ _______________________________ Secretary 7 EX-10 7 ex10-19articlesofmerger.txt EXHIBIT 10.19 EXHIBIT 10.19 ARTICLES OF MERGER CINEPORTS, INC. (a Nevada corporation) AND CINEPORTS.COM, INC. (a Delaware corporation) The undersigned corporations, desiring to merge a Delaware corporation, Cineports.com, Inc., as the merging corporation, with and into a Nevada corporation, Cineports, Inc., a wholly-owned subsidiary of Cavalcade of Sports Media, Inc., as the surviving corporation, hereby sign, seal, and present for filing these Articles of Merger as required by the corporate law of Nevada, as follows: 1. The names of the constituent corporations are: Merging Corporation: Cineports.com, Inc., a Delaware corporation, having its principal executive offices at 1000 Vermont Avenue, NW, Suite 450, Washington, D.C. 20005 Surviving Corporation: Cineports, Inc., a Nevada corporation, having its principal executive offices at 12868 Via Latina, Del Mar 92014, which is the subsidiary of Cavalcade of Sports Media, Inc., also a Nevada corporation 2. The addresses of the corporations are: Cineports.com, Inc. (Delaware) Cineports, Inc. (Nevada) 1000 Vermont Avenue, NW 12868 Via Latina Suite 450 Del Mar, California 92014 Washington, D.C. 20005 3. This merger is permitted under the laws of the States of Delaware and Nevada. Cineports.com, Inc. (Delaware) and Cineports, Inc. (Nevada) have complied with the applicable provisions of the laws of the States of Delaware and Nevada. 4. The Plan and Agreement of Merger was adopted by the respective Boards of Directors and was submitted to the vote of the stockholders of both corporations and was adopted by majority vote of the shareholders of the merging corporation and the parent corporation on July 10, 2002. In both cases, the approval was by a sufficient vote to authorize the merger under the respective corporation laws of Nevada and Delaware. 5. The shares of the Delaware corporation shall be canceled. ARTICLES OF MERGER Cineports, Inc. (Nevada) and Cineports.com, Inc. (Delaware) PAGE 2 6. The Articles of Incorporation of Cineports, Inc. (Nevada) will not be amended in conjunction with the merger. 7. The merger shall be effective upon the filing of these Articles of Merger in the state of Nevada. 8. The surviving corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the merging corporation, or of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholders in any appraisal proceedings. The surviving corporation irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process and to send it to: Cineports, Inc. 12868 Via Latina Del Mar, California 92014 9. A copy of the Plan and Agreement of Merger is on file at the offices of the surviving corporation. A copy will be furnished by the surviving corporation, without cost, to any stockholder of a constituent corporation, upon request. IN WITNESS WHEREOF, the constituent corporations have executed these Articles of Merger this 10th day of July, 2002. CINEPORTS, INC. (Nevada) ATTEST: By:_______________________________ Edward E. Litwak, President ____________________________ Secretary CINEPORTS.COM, INC. (Delaware) ATTEST: By:________________________________ Jefferson D. Simmons, President ____________________________ Secretary ARTICLES OF MERGER Cineports, Inc. (Nevada) and Cineports.com, Inc. (Delaware) PAGE 3 ACKNOWLEDGMENT DISTRICT OF COLUMBIA: :ss. CITY OF WASHINGTON : Personally appeared before me, a notary public in and for said County and State, Edward E. Litwak and Richard C. Fox, known to me or duly proved to me, who stated that they were the President and Acting Secretary, respectively, of Cineports, Inc., a Nevada corporation and they acknowledged that they had executed the foregoing Articles of Merger on behalf of Cineports, Inc. (Nevada) for the purposes stated therein. ____________________________________ My Commission Expires: ACKNOWLEDGMENT DISTRICT OF COLUMBIA: :ss. CITY OF WASHINGTON : Personally appeared before me, a notary public in and for said County and State, Jefferson D. Simmons and Arnold P. Lutzker known to me or duly proved to me, who stated that they were the President and Secretary, respectively, of Cineports.com, Inc., a Delaware corporation and they acknowledged that they had executed the foregoing Articles of Merger on behalf of Cineports.com, Inc. for the purposes stated therein. ____________________________________ My Commission Expires: EX-10 8 ex10-20certofmerger.txt EXHIBIT 10.20 EXHIBIT 10.20 CERTIFICATE OF MERGER OF CINEPORTS.COM, INC. (a Delaware corporation) AND CINEPORTS, INC. (a Nevada corporation) It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) Cineports.com, Inc., having its principal executive offices at 1000 Vermont Avenue, N.W., Suite 450, Washington, D.C. 20005, which is incorporated under the laws of the State of Delaware; and (ii) Cineports, Inc., having its principal executive offices at 12868 Via Latina, DelMar, California 92014, which is incorporated under the laws of the State of Nevada. 2. A Plan and Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Cineports.com, Inc. in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware and by Cineports, Inc. in accordance with the laws of the State of Nevada. 3. The name of the surviving corporation in the merger herein certified is Cineports, Inc., which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the laws of the State of Nevada. 4. The certificate of incorporation of Cineports, Inc., as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the State of Nevada. 5. The executed Plan and Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: Cineports, Inc. 12868 Via Latina DelMar, California 92014 6. A copy of the aforesaid Plan and Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations. 7. The aforesaid surviving corporation does hereby agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Cineports.com, Inc., as well as for enforcement of any obligation of said surviving corporation arising from the merger herein certified, including any suit or other proceeding to enforce the right, if any, of any stockholder of Cineports.com, Inc. as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware; does hereby irrevocably appoint the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other proceedings; and does hereby specify the following as the address to which a copy of such process shall be mailed by the Secretary of State of the State of Delaware: Cineports, Inc. 12868 Via Latina DelMar, California 92014 8. The Plan and Agreement of Merger between the aforesaid constituent corporations provides that the merger herein certified shall be effective on July 10, 2002 [insofar as the General Corporation Law of the State of Delaware shall govern said effective date.] Dated: July 10, 2002 Cineports.com, Inc. By: ___________________________________ Jefferson D. Simmons, President Dated: July 10, 2002 Cineports, Inc. By: ____________________________________ Edward E. Litwak, President 2 -----END PRIVACY-ENHANCED MESSAGE-----