-----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, Ef03/LGq0icEpgqdUpobcRBog9rVeqK0c2a4e/93kQYhVq2vDYJbCxGX3IEI1DaV 5E5bV5/5jM6xe1Au6b7NpQ== 0000868796-97-000017.txt : 19971107 0000868796-97-000017.hdr.sgml : 19971107 ACCESSION NUMBER: 0000868796-97-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANCIT MEDIA PRODUCTIONS LTD CENTRAL INDEX KEY: 0000868796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 133019470 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42073 FILM NUMBER: 97709470 BUSINESS ADDRESS: STREET 1: 601 W 50TH ST 6TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129779100 MAIL ADDRESS: STREET 1: 601 WEST 50TH ST 6TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOLOMON SUSAN L CENTRAL INDEX KEY: 0001049224 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O LANCIT MEDIA ENTERTAINMENT LTD STREET 2: 601 WEST 50TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: C/O LANCIT MEDIA ENTERTAINMENT LTD STREET 2: 601 WEST 50TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LANCIT MEDIA ENTERTAINMENT, LTD. -------------------------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------ (Title of Class of Securities) 514628106 --------- (CUSIP Number) Susan L. Solomon c/o Lancit Media Entertainment, Ltd. 601 West 50th Street New York, New York 10019 (212) 977-9100 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1997 --------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP NO. 514628106 1) Name of Reporting Person Susan L. Solomon S.S. or I.R.S. Identifica- tion No. of Above Person Social Security No. ###-##-#### - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) if a Member of a Group (b) X (See Instructions) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of United States Organization - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 495,000 shares(1) - -------------------------------------------------------------------------------- Shares Bene- (8) Shared Voting ficially Power -0- - -------------------------------------------------------------------------------- Owned by (9) Sole Dispositive Each Report- Power 495,000 shares(1) - -------------------------------------------------------------------------------- ing Person (10) Shared Dispositive With Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 495,000 shares(1) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 6.9%(2) - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - ------------------------- (1) All of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), reported are issuable pursuant to currently exercisable stock options, issued by Lancit Media Entertainment, Ltd., a New York corporation (the "Company"), to Susan L. Solomon, Chairman of the Board and Chief Executive Officer of the Company, on June 20, 1997, pursuant to the Company's 1990 Stock Option Plan, as amended. The options have a term of ten years and an exercise price of $3.15625 per share. As none of these options has been exercised, Ms. Solomon does not presently have the power to vote or dispose of these shares. This amount does not include any shares of Common Stock of the Company that may be issued upon the conversion of 255,000 currently convertible stock appreciation rights, which are payable in cash or Common Stock at the option of the Company. (2) Based on 6,634,750 shares of Common Stock outstanding, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997. Page 2 of 6 INTRODUCTORY STATEMENT This Statement on Schedule 13D relates to shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Lancit Media Entertainment, Ltd., a New York corporation (the "Company"), underlying currently exercisable options granted to Susan L. Solomon, the Company's Chairman of the Board of Directors and Chief Executive Officer, pursuant to the Company's 1990 Stock Option Plan, as amended. Item 1. Security and Issuer. This Statement relates to the Common Stock of the Company, which, to the best knowledge of the person filing this Statement, is a corporation organized under the laws of New York with its principal executive offices located at 601 West 50th Street, New York, New York 10019. Item 2. Identity and Background. (a) The person filing this Statement on Schedule 13D (this "Statement") is Susan L. Solomon. (b) Ms. Solomon's business address is c/o Lancit Media Entertainment, Ltd., 601 West 50th Street, New York, New York 10019. (c) Ms. Solomon is currently employed as Chairman of the Board of Directors and Chief Executive Officer of the Company. (d) Ms. Solomon has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) Ms. Solomon has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, made her subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto. (f) Ms. Solomon is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Ms. Solomon owns options (the "Options") to purchase 495,000 shares of Common Stock of the Company (the "Option Shares"), which Options were granted on June 20, 1997 pursuant to the Company's 1990 Stock Option Plan, as amended, as part of Ms. Solomon's compensation package. The Options have a term of ten years and an exercise price of $3.15625. If Ms. Solomon chooses to exercise the Options in the future, she expects to pay the exercise price for the Option Shares from her personal funds. Page 3 of 6 Item 4. Purpose of Transaction. Ms. Solomon acquired the Options in connection with her appointment as Chairman of the Board of Directors and Chief Executive Officer of the Company. If Ms. Solomon exercises the Options, she would acquire the Option Shares issuable thereunder for investment purposes. Ms. Solomon may, from time to time or at any time, dispose of all or some of the Option Shares that would be owned by her upon exercise of the Options or acquire additional shares of Common Stock, depending upon the price and market conditions, and Ms. Solomon's evaluation of the Company, alternative investments and other factors. She does not otherwise have any plans or proposals with respect to such securities of the Company. In her capacity as Chairman of the Board of Directors and Chief Executive Officer of the Company, Ms. Solomon is assisting the Company in seeking additional funding, including the following alternatives: a sale of an interest in the Company, an acquisition of the Company and/or strategic alliances with industry partners. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof and solely due to her ownership of the Options, Ms. Solomon beneficially owns directly 495,000 shares of Common Stock of the Company, which constitutes approximately 6.9%(1) of the outstanding shares of Common Stock of the Company. (b) Upon her exercise of the Options, Ms. Solomon would have sole power to vote and dispose of the Option Shares. (c) In addition to the Options, on June 20, 1997, the Company granted Ms. Solomon (i) options, granted pursuant to the Company's 1997 Incentive Stock Plan, as amended (the "1997 Plan"), to purchase 255,000 shares of Common Stock of the Company, at an exercise price of $3.15625 per share, which options are not currently exercisable and are subject to approval by the Company's shareholders, and (ii) 255,000 stock appreciation rights ("SARs"), which are payable in cash or Common Stock, at the option of the Company. The SARs will be canceled upon the approval of the 1997 Plan by the Company's shareholders. Each of these grants was a part of Ms. Solomon's compensation package. (d) To the best knowledge of Ms. Solomon, no person other than Ms. Solomon would have the right to receive or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Option Shares upon the proper exercise of the Options. (e) Not Applicable. - -------- (1) Based on 6,634,750 shares of Common Stock outstanding, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997. Page 4 of 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Ms. Solomon acquired the Options pursuant to the Employment Agreement, dated as of March 31, 1997, as amended on June 20, 1997, between the Company and Ms. Solomon, which contains certain limitations as to the number of Option Shares that may be disposed of in any fiscal quarter of the Company. Reference is made to Exhibits 10.3 and 10.4 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each of which is incorporated herein by reference, for a complete copy of Ms. Solomon's employment agreement and amendment thereto. Except as otherwise described herein, Ms. Solomon is not a party to any other contract, arrangement, understanding or relationship with respect to any securities of the Company. Item 7. Material to Be Filed as Exhibits. None. Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ SUSAN L. SOLOMON -------------------- Susan L. Solomon Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----