-----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, GeVnO3XxMEV7LUu1P0xUK6Vp/11jbNedJRET0lplVRERh9XYo5EmOzC8279/m03M U8Iwy+Xi/IKonBis5hY94w== 0000950123-96-004226.txt : 19960812 0000950123-96-004226.hdr.sgml : 19960812 ACCESSION NUMBER: 0000950123-96-004226 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960809 SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOOD IDEAS ENTERPRISES INC CENTRAL INDEX KEY: 0000916714 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 752206675 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-46659 FILM NUMBER: 96607606 BUSINESS ADDRESS: STREET 1: 576 NORTH BEACH ST CITY: FORT WORTH STATE: TX ZIP: 76111 BUSINESS PHONE: 8178347496 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: U S ALCOHOL TESTING OF AMERICA INC CENTRAL INDEX KEY: 0000853017 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 222806310 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: 10410 TRADEMARK ST CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9094668378 MAIL ADDRESS: STREET 1: 10410 TRADEMARK ST CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 SC 13E3 1 U.S. ALCOHOL/GOOD IDEAS 1 SCHEDULE 13E-3 (RULE 13E-100) Transaction Statement Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 Thereunder SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Act of 1934) (Amendment No. 1) GOOD IDEAS ENTERPRISES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) U.S. ALCOHOL TESTING OF AMERICA, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) COMMON STOCK, $.001 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 3821 0610 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) ROBERT STUTMAN GOOD IDEAS ENTERPRISES, INC. 10410 Trademark Street Rancho Cucamonga, California 91730 (909) 466-8378 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [X] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] 2 Calculation of Filing Fee
================================================================================ Transaction Valuation* Amount of Filing Fee $2,448,680 $844.00 ================================================================================
* The fee was calculated on the basis of an assumed value of $2.00 (the closing sales price on August 7, 1996) assigned to a share of the Common Stock of Good Ideas Enterprises, Inc. to be issued in the proposed transaction and it was assumed that an aggregate of 774,340 shares would be issued to the Issuer's minority stockholders for their 1,548,680 shares and that 60,000 shares would be issued upon the exercise of warrants at an exercise price of $15.00 per share. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $844.00 ------------------------------------------------ Form or Registration No.: Registration Statement on Form S-4, File No. ---------------------------------------------- 333-3734 ---------------------------------------------- Filing Party: U.S. Alcohol Testing of America, Inc. ---------------------------------------------------------- Date Filed: April 18, 1996 ------------------------------------------------------------ 3 CROSS REFERENCE SHEET
Schedule 13E-3 Registration Statement Item Number and Caption Caption ----------------------- ---------------------- 1. Issuer and Class of Security Good Ideas Market Subject to the Transaction Information 2. Identity and Background Management-Business History; Summary-Background of the Company; Business of the Company-General 3. Past Contacts, Transactions Material Contacts of USAT or Negotiations With Good Ideas; The Merger and Related Matters-Reasons for the Merger and Approval 4. Terms of the Transaction Terms of the Transaction; The Merger and Related Matters 5. Plans or Proposals of the Terms of the Transaction; The Issuer or Affiliate Merger and Related Matters 6. Source and Amounts of Funds The Merger and Related or Other Consideration Matters-Fees and Expenses 7. Purposes, Alternatives, The Merger and Related Reasons and Effects Matters-Reasons for the Merger and Approval and Certain Tax Consequences 8. Fairness of the Transaction The Merger and Related Matters-Reasons for the Merger and Approval and Fairness Opinion; Terms of the Transaction-The Consent Procedure-Statutory Basis 9. Reports, Opinions, Appraisals The Merger and Related and Certain Negotiations Matters-Fairness Opinion 10. Interest in the Common Stock Good Ideas Principal of the Issuer Stockholders 11. Contracts, Arrangements or The Merger and Related Understandings with Respect Matters-Terms of the Merger to the Common Stock Agreement 12. Present Intention and The Merger and Related Recommendation of Certain Matters-Reasons for the Persons With Regard to the Merger-Authorization Transaction
4 CROSS REFERENCE SHEET
Schedule 13E-3 Registration Statement Item Number and Caption Caption ----------------------- ---------------------- 13. Other Provisions of the Terms of the Transaction- Transaction The Consent Procedure-Rights of Dissenting Good Ideas Stockholders 14. Financial Information Summary Historical and Proforma Combined Financial Data; Good Ideas' Selected Financial Data; Good Ideas' Financial Statements 15. Persons and Assets Employed, The Merger and Related Retained or Utilized Matters-Fees and Expenses; Terms of the Transaction- Miscellaneous 16. Additional Information Not Applicable 17. Material to be Filed as Appendices A and B to Consent Exhibits Solicitation Statement/ Prospectus
5 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) This Rule 13e-3 transaction (the "Merger") relates to the common stock, $.001 par value (the "Good Ideas Common Stock"), of Good Ideas Enterprises, Inc. ("Good Ideas"), which has its principal office at 10410 Trademark Street, Rancho Cucamonga, California 91730. (b) As of July 31, 1996, there were 3,948,680 shares of the Good Ideas Common Stock outstanding, of which 1,548,680 were held by stockholders (the "Good Ideas Minority Stockholders") other than U.S. Alcohol Testing of America, Inc. ("USAT") and there were 146 holders of record of the Good Ideas Common Stock (including USAT). (c) USAT, the reporting person with respect to this Schedule 13E-3, is simultaneously filing an Amendment No. 1 to Registration Statement on Form S-4, File No. 333-3734 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Information as to the market and the market prices for the Good Ideas Common Stock may be found under the caption "Good Ideas Market Information-Market Data" in the Consent Solicitation Statement/Prospectus (the "Prospectus") constituting Part I of the Registration Statement, which information is incorporated herein by this reference. (d) Good Ideas has not declared any dividends on the Good Ideas Common Stock to date and, in view of the continuing losses, the Board of Directors of Good Ideas has stated that the Company has no current intention to pay any such dividends. USAT is not aware of any restrictions in any agreement or security which restricts Good Ideas' present or future ability to pay dividends. (e) Pursuant to a registration statement under the Securities Act which became effective on February 17, 1994, Good Ideas sold 1,200,000 shares of the Good Ideas Common Stock at $5.00 per share and received approximately $4,735,000 in net proceeds. In April 1994, an additional 65,200 shares of the Good Ideas Common Stock were sold pursuant to the underwriter's overallotment option and Good Ideas received approximately $281,000 in net proceeds. (f) Not Applicable. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d) and (g) Reference is made to the section "Summary-Background of the Company" and "Business of the Company-General" in the Prospectus, which is incorporated herein by this reference, for the following information relating to USAT: its state of organization, its principal business and the address of its principal executive offices, which information is incorporated herein by reference. 1 6 (e) and (f) During the last five years, USAT has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. For each of the directors and executive officers of USAT, there is furnished the following information: (a) the person's name; (b) his or her residence or business address; (c) his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted; (d) information as to material occupations, positions, offices or employments during the last five years is incorporated herein by reference to the section "Business History" under the caption "USAT Management" in the Prospectus; (e) whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (f) whether or not, during the last five years, such director and/or executive officer was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, Federal or State securities laws or finding any violation of such laws; and, if so, identifying and describing such proceeding and summarizing the terms of such judgment, decree or final order; and (g) citizenship. (a) Robert Stutman (b) c/o Robert Stutman & Associates, Inc. 450 Washington Street Dedham, MA 02026 (c) Chairman of the Board and Chief Executive Officer of U.S. Alcohol Testing of America, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Alan I. Goldman (b) 28 Highpoint Cedar Grove, NJ 07009 (c) Self Employed Investment Banking and Consulting 28 Highpoint Cedar Grove, NJ 07009 2 7 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) John C. Lawn (b) 389 Beechwood Road Ridgewood, NJ 07450 (c) Chairman and Chief Executive Officer of The Century Council 550 South Hope Street, Suite 1950 Los Angeles, CA 90071-2604 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Peter M. Mark (b) 5531 Sugar Hill Houston, TX 77056 (c) Self Employed Oil and Gas Property Investment 5847 San Felipe, Suite 2930 Houston, TX 77057 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Linda H. Masterson (b) 10410 Trademark Street Rancho Cucamonga, CA 91730 (c) President and Chief Operating Officer of U.S. Alcohol Testing of America, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Lee S. Rosen (b) 5200 Tower Center Circle Boca Center, Suite 207 Boca Raton, FL 33486 3 8 (c) Stockbroker Donald & Co. Securities, Inc. 5200 Tower Center Circle Boca Center, Suite 207 Boca Raton, FL 33486 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Joseph Bradley (b) 10410 Trademark Street Rancho Cucamonga, CA 91730 (c) Treasurer, Acting Chief Financial Officer and Acting Chief Accounting Officer of U.S. Alcohol Testing of America, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 (d) Reference is made to the section "Business History" under the caption "USAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) and (b) Reference is made to the section "Fees and Expenses" under the caption "The Merger and Related Matters" in the Prospectus for information as to the estimated fees and costs of the Merger and whether such fees and costs will be paid by USAT or Good Ideas, which information is incorporated herein by this reference. USAT does not intend to borrow any funds to consummate the transaction. Good Ideas may borrow funds from USAT to pay its costs and expenses, but any such borrowing will be offset against USAT's indebtedness to Good Ideas. (c) and (d) Not applicable. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) Reference is made to the section "The Merger and Related Matters-Reasons for the Merger and Approval" in the Prospectus for information relating to (i) the reasons why USAT believes the Merger is fair to the Good Ideas Minority Stockholders and (ii) the one then director of USAT who initially abstained, but later indicated she supported the Merger, which information is incorporated herein by this reference. (b) See the response to section (a) of this Item 8 to the Schedule for information as to the material factors which the 4 9 USAT Board took into consideration in evaluating the fairness of the Merger, including its evaluation of current market prices, historical market prices, net book value, going concern value, liquidation value and the fairness opinion of Whale Securities Co., Inc. ("Whale Securities"). Reference is also made to the section "The Merger and Related Matters- Fairness Opinion" in the Prospectus, which is incorporated herein by this reference. There have been no firm offers to date by an unaffiliated person, other than by USAT, during the preceding 18 months for: (A) the merger or consolidation of Good Ideas into or with another entity; (B) the sale or other transfer of all or any substantial part of the assets of Good Ideas; or (C) securities of Good Ideas which would enable the holder thereof to exercise control of the issuer. See the section "The Merger and Related Matters-Reasons for the Merger and Approval "in the Prospectus, which is incorporated herein by this reference. (c) Adoption of the Merger Agreement by the requisite consents of the holders of at least 50% of the shares of the Good Ideas Common Stock held by the Good Ideas Minority Stockholders is required before the Merger can be consummated. See the section "Terms of the Transaction-The Consent Procedure- Statutory Basis" in the Prospectus, which is incorporated herein by this reference. (d) As indicated in the section "Reasons for the Merger and Approval" under the caption "The Merger and Related Matters" in the Prospectus, which information is incorporated herein by this reference, there was no independent Good Ideas Board to act on the Merger and, accordingly, the Good Ideas Board received an opinion from Whale Securities for the benefit of the Good Ideas Minority Stockholders as to the fairness of the Merger to the Good Ideas Minority Stockholders from a financial point of view (see Item 9 to this Schedule). The Good Ideas Board also authorized, as a condition precedent to the Merger, that the Good Ideas Minority Stockholders holding at least 50% of the non-USAT held shares of the Good Ideas Common Stock must consent to the Merger. In addition, the Good Ideas Board employed independent counsel to represent Good Ideas and the Good Ideas Minority Stockholders. (e) All directors of Good Ideas on April 12, 1996 approved the Merger, three of whom were not employees of Good Ideas, but were on such date employees of USAT. Such three directors subsequently resigned and were replaced by three persons, none of whom is an employee of Good Ideas, two of whom are employees of USAT and the third is a consultant to the Board of USAT. All three of the new directors are in favor of the Merger. 5 10 ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) and (b) Reference is made to the subsection "Authorization" in the section "Reasons for the Merger and Approval" under the caption "The Merger and Related Matters" for information as to present intention and recommendation of certain persons regarding the Merger, which information is incorporated herein by this reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS (a) Not applicable. (b) The opinion referred to in Items 8(d) and 9 of this Schedule is Appendix B to the Prospectus. (c) The Merger Agreement is Appendix A to the Prospectus and is incorporated herein by this reference. (d) The only disclosure document to be furnished to the Good Ideas Minority Stockholders is the Prospectus, which is incorporated herein by this reference. (e) The disclosure as to the unavailability of appraisal rights is described in the Prospectus, which is incorporated herein by this reference. (f) Not Applicable. 6 11 SIGNATURES After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned does hereby certify that the information set forth in this statement is true, complete and correct. August 6, 1996 ---------------------------------------- (Date) U.S. ALCOHOL TESTING OF AMERICA, INC. By: /s/ Robert S. Stutman ------------------------------------- Robert S. Stutman Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----