-----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, Din+IWFp5xFcTWw3kDjpfzk+KG0AVGyMc9WrjWMm+7jA30T3j//t10NWnOhSHnsW mBF3ciD8zSdOLX+rKarXTQ== 0001026121-97-000052.txt : 19970423 0001026121-97-000052.hdr.sgml : 19970423 ACCESSION NUMBER: 0001026121-97-000052 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970422 SROS: NONE 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: 97585099 BUSINESS ADDRESS: STREET 1: 10410 TRADEMARK STREET CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9094668378 MAIL ADDRESS: STREET 1: 10410 TRADEMARK ST CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FILED BY: 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 BUSINESS ADDRESS: STREET 1: 10410 TRADEMARK STREET 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 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) GOOD IDEAS ENTERPRISES, 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. 4517 NW 31st Avenue Ft. Lauderdale, Florida 33309 (954) 739-9600 - -------------------------------------------------------------------------- (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: [ ] Calculation of Filing Fee ------------------------- Transaction Amount of Filing Fee Valuation* $548.00 $1,806,311 * The fee was calculated on the basis of an assumed value of $1.625 (the closing sales price on February 14, 1997) 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 688,302 shares would be issued to the Issuer's minority stockholders for their 1,548,680 shares and that 74,285 shares would be issued upon the exercise of warrants at an exercise price of $12.115 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: $633.00 ------------------------------------------------------- Form or Registration No.: Registration Statement on Form S-4, File No. 333-3734 ----------------------------------------------------- Filing Party: Substance Abuse Technologies, Inc. ----------------------------------------------------------------- Date Filed: April 18, 1996 ------------------------------------------------------------------- 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 SAT With or Negotiations 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 CROSS REFERENCE SHEET Schedule 13E-3 Registration Statement Item Number and Caption Caption ----------------------- ---------------------- 12. Present Intention and The Merger and Related Recommendation of Certain Matters-Reasons for the Persons With Regard to the Merger-Authorization Transaction 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 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 4517 NW 31st Avenue, Ft. Lauderdale, Florida 33309. (b) As of March 31, 1997, 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 Substance Abuse Technologies, Inc. ("SAT") and there were 146 holders of record of the Good Ideas Common Stock (including SAT). (c) SAT is simultaneously filing an Amendment No. 2 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"), relating to this Rule 13E-3 transaction. 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. Good Ideas 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 in a publicly underwritten offering 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. Good Ideas, the reporting person with respect to this Schedule 13E-3, is the issuer of the Good Ideas Common Stock, the class of equity securities which is the subject of this Rule 13e-3 transaction. (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 Good Ideas, the reporting person: its state of organization, its principal business and the address of its principal executive offices, which information is incorporated herein by reference. (e) and (f) During the last five years, Good Ideas 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 Good Ideas, 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 "SAT 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 Substance Abuse Technologies, Inc. 4517 NW 31st Avenue Ft. Lauderdale, FL 33309 (c) Chairman of the Board and Chief Executive Officer of Substance Abuse Technologies, Inc. 4517 31st Avenue Ft. Lauderdale, FL 33309 (d) Reference is made to the section "Business History" under the caption "SAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Linda H. Masterson (b) c/o Substance Abuse Technologies, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 (c) President of Substance Abuse Technologies, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 (d) Reference is made to the section "Business History" under the caption " SAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Robert Muccini (b) c/o Substance Abuse Technologies, Inc. 4517 31st Avenue Ft. Lauderdale, FL 33309 (c) Vice President - Finance, Treasurer, Chief Financial Officer and Chief Accounting Officer of Substance Abuse Technologies, Inc. 4517 31st Avenue Ft. Lauderdale, FL 33309 (d) Reference is made to the section "Business History" under the caption "SAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) Michael S. McCord (b) 2001 Kirby Drive Suite 701 Houston, TX 77019 (c) Self Employed McCord Investments 2001 Kirby Drive Suite 701 Houston, TX 77019 (d) Reference is made to the section "Business History" under the caption "SAT Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States (a) William D. Robbins (b) 7 Knoll Tavern Road Flemington, NJ 08822 (c) Currently seeking employment - until December 31, 1996 was the Chief Executive Officer and an employee of Good Ideas. (d) Reference is made to the section "Business History" under the caption "Good Ideas Management" in the Prospectus, which is incorporated herein by this reference. (e) No (f) No (g) United States Item 4. Terms of the Transaction. (a) Pursuant to resolutions adopted by SAT's Board of Directors on December 3, 1996 as modified on February 17, 1997, SAT will offer .36 of a share of its Common Stock, $.01 par value (the "SAT Common Stock"), for each share of the Good Ideas Common Stock held by Good Ideas stockholders other than SAT (the "Good Ideas Minority Stockholders") if a merger (the "Merger") of Good Ideas Acquisition Corp. ("Acquisition Corp."), a wholly- owned subsidiary of SAT, with and into Good Ideas is approved by at least a majority of the Good Ideas Minority Stockholders. If the Merger is so adopted and consummated, an aggregate of 557,524 shares of the SAT Common Stock will be issued to the Good Ideas Minority Stockholders. Reference is made to the section "Terms of the Transaction - The Merger" for information as to how initially using a formula, the SAT Board determined the exchange ratio. On December 3, 1996 and February 17, 1997, the Good Ideas Board of Directors approved the SAT offer as fair to the Good Ideas Minority Stockholders and, on the latter date, each of the SAT Board and the Good Ideas Board authorized execution of the Agreement and Plan of Merger dated as of February 17, 1997 (the "Merger Agreement") by and among SAT, Acquisition Corp. and Good Ideas. (b) There is no term or arrangement concerning the Rule 13e-3 transaction relating to any security holder of Good Ideas which is not identical to that relating to other security holders of the same class of securities of Good Ideas. Item 6. Source and Amounts of Funds or Other Consideration. (a) Because Good Ideas is a discontinued operation and, accordingly, has no revenues, it will have to depend on funds loaned or invested by SAT to pay the expenses of the Rule 13e-3 transaction for which it is responsible. SAT will use its revenues to pay the expenses of the Rule 13e-3 transaction, although, because funds are fungible, some may come from financings. As indicated in the response to Item 4(a) of this Schedule, SAT is offering shares of the SAT Common Stock for the shares of the Good Ideas Common Stock held by the Good Ideas Minority Stockholders and not a cash consideration, except to pay for fractional shares. (b) Reference is made to "The Merger and Related Matters - Fees and Expenses" in the Prospectus, which is incorporated herein by this reference, for information as to the expenses incurred or estimated to be incurred by SAT and Good Ideas relating to the Merger. Any funds Good Ideas borrows from SAT to pay its costs and expense will be offset against SAT's indebtedness to Good Ideas. (c) See the response to sections (a) and (b) of this Item 6 to the Schedule. (d) Not Applicable. Item 8. Fairness of the Transaction. (a) Good Idea's Board of Directors unanimously and reasonably believes that the Merger is fair to the Good Ideas Minority Stockholders. Reference is made to the section "The Merger and Related Matters-Reasons for the Merger," primarily subsection (7) thereof, in the Prospectus for information relating to the basis of such belief, which information is incorporated herein by this reference. (b) Reference is made to the section "The Merger and Related Matters - Reasons for the Merger," primarily subsections (7) and (9) thereof in the Prospectus for information as to the material factors upon which the belief of the Good Ideas Board in section (a) of this Item 8 to the Schedule is based and the weight given to each of these factors. (c) Reference is made to the section "Terms of the Transaction - The Consent Procedure - Statutory Basis" in the Prospectus, which is incorporated herein by this reference, where it is stated that at least a majority of the Good Ideas Minority Stockholders must approve the Merger. (d) None of the directors of Good Ideas who approved the Merger on December 3, 1996 and February 17, 1997 are employees of Good Ideas, although two of the four are employees of SAT. See the section "The Merger and Related Matters - Reasons for the Merger," primarily subsection (2) thereof, for information as to why no unaffiliated representative was engaged to negotiate the terms of the Rule 13e-3 transaction and the safeguards to protect the Good Ideas Minority Stockholders, including the obtaining of a fairness opinion from an independent investment banking firm. (e) All directors of Good Ideas, none of whom are employees of Good Ideas, approved the Merger, on December 3, 1996 and February 17, 1997. (f) There was no offer from any unaffiliated person during the preceding 18 months for (1) the merger or consolidation of Good Ideas into or with such person or such person with or into Good Ideas, (2) the sale or other transfer of all or any substantial part of the assets of Good Ideas or (3) securities of Good Ideas which would enable the holder thereof to exercise control of Good Ideas. Reference is made to the section "The Merger and Related Matters - Sale of Good Ideas" for information as to a contemplated sale of Good Ideas inventory. Item 13. Other Provisions of the Transaction. (a) Reference is made to the sections "Terms of the Transaction-The Consent Procedure-Rights of Dissenting Good Ideas Stockholders" in the Prospectus for a description of the appraisal rights the Good Ideas Minority Stockholders have if the Merger is consummated, which information is incorporated herein by this reference. (b) No provision has been made by Good Ideas or SAT in connection with the Merger to allow unaffiliated Good Ideas security holders to obtain access to the corporate files of the issuer, other than as set forth in exhibits to the Registration Statement or to obtain counsel or appraisal services at the expense of either Good Ideas or SAT. (c) The Merger does not involve the exchange of debt securities. 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 and is incorporated herein by this reference. (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 Appraisal Rights are described in Appendix C to the Prospectus, which is incorporated herein by this reference. (f) Not Applicable. 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. April 22, 1997 ---------------------- (Date) SUBSTANCE ABUSE TECHNOLOGIES, INC. By: /s/ Robert S. Stutman ------------------------------ Robert S. Stutman Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----