-----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, Bth6V7DGUC3lrjbPFuR3U8ps397clARzkZfYu99zMVa1tLpbF9xBR1Si34TPcLgJ nu9vmAZMXYo9JRanYNfb+A== 0001013594-02-000043.txt : 20020414 0001013594-02-000043.hdr.sgml : 20020414 ACCESSION NUMBER: 0001013594-02-000043 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAN LEE MEDIA INC CENTRAL INDEX KEY: 0001015663 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841341980 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56453 FILM NUMBER: 02545240 BUSINESS ADDRESS: STREET 1: 15821 VENTURA BOULEVARD STREET 2: SUITE 675 CITY: ENCINO STATE: CA ZIP: 91436 BUSINESS PHONE: 8184611757 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER CAPITAL OPPORTUNITIES INC DATE OF NAME CHANGE: 19960620 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER CAPITAL OPPORTUNITIES INC F/A DATE OF NAME CHANGE: 19960726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 stanlee13ga.txt STAN LEE MEDIA, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Stan Lee Media, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 85285P101 (CUSIP Number) Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, New York, New York 10176 Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 2002 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 855,401 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 855,401 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 855,401 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 855,401 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 855,401 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 855,401 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 855,401 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 855,401 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 855,401 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) with respect to the shares of common stock (the "Common Stock") of Stan Lee Media, Inc. (the "Issuer") beneficially owned by the Reporting Persons specified herein as of February 7, 2002 and amends and supplements the Schedule 13G dated November 13, 2000, as previously amended on February 14, 2001 (as amended, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The amount of shares of Common Stock into which Elliott, Elliott International and EICA's shares of the Issuer's convertible preferred stock and warrants are each convertible or exercisable is limited, pursuant to the terms of such instruments, to that amount which would result in Elliott, Elliott International and EICA together having beneficial ownership of Common Stock not exceeding 9.99% of all of the outstanding shares of Common Stock (the "Ownership Limitation"). Elliott, Elliott International and EICA each expressly disclaims beneficial ownership of any shares of Common Stock in excess of the Ownership Limitation. In accordance with the Ownership Limitation: (a) Amount beneficially owned: Elliott Associates, L.P. ("Elliott") beneficially owns a total of 855,401 shares of Common Stock, and disclaims beneficial ownership of 1,111,325 shares of Common Stock. Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA") together beneficially own a total of 855,401 shares of Common Stock and disclaim beneficial ownership of 1,111,325 shares of Common Stock. Elliott, Elliott International and EICA together beneficially own an aggregate of 1,412,333 shares of Common Stock and disclaim beneficial ownership of 2,521,120 shares of Common Stock. (b) Percent of class: Elliott's beneficial ownership of 855,401 shares of Common Stock constitutes 6.1% of all of the outstanding shares of Common Stock. Elliott International and EICA's aggregate beneficial ownership of 855,401 shares of Common Stock constitutes 6.1% of all of the outstanding shares of Common Stock. Elliott, Elliott International and EICA's aggregate beneficial ownership of 1,412,333 shares of Common Stock constitutes 9.99% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Elliott has sole power to vote or direct the vote of 855,401 shares of Common Stock. (ii) Shared power to vote or to direct the vote Elliott International and EICA together have shared power to vote or direct the vote of 855,401 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Elliott has sole power to dispose or direct the disposition of 855,401 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Elliott International and EICA together have shared power to dispose or direct the disposition of 855,401 shares of Common Stock. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 14, 2002 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as general partner By: Braxton Associates, Inc., as general partner By: /s/ Elliot Greenberg Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg Elliot Greenberg Vice President -----END PRIVACY-ENHANCED MESSAGE-----