UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
BOULDER CAPITAL OPPORTUNITIES, INC.
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g) and 0-11
[ ] Fee Computed on table below per Exchange Act Rules 14c-5(g)
and 0-11
1) Title of each class of securities to which transaction applies:
__________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
PRELIMINARY COPY
BOULDER CAPITAL OPPORTUNITIES, INC.
192 Searidge Court
Shell Beach, California 93449
July 8, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to
attend a Special Meeting of Shareholders of Boulder Capital
Opportunities, Inc. ("Boulder Capital") to be held at 9:00 a.m. local
time on August 12, 1999, at 4750 Table Mesa Drive, Boulder,
Colorado 80303.
The Special Meeting is being held for the purpose of
considering and voting upon a proposed amendment to the Company's
Articles of Incorporation to change the Company's name to "Stan Lee
Media, Inc."
We are not asking you for a proxy in conjunction with this
Special Meeting, but you are urged to attend the meeting to assure
that your vote is counted.
Sincerely,
Mark A. DiSalvo
President
BOULDER CAPITAL OPPORTUNITIES, INC.
192 Searidge Court
Shell Beach, California 93449
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held August 12, 1999
TO THE SHAREHOLDERS OF BOULDER CAPITAL
OPPORTUNITIES, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of the
Shareholders (the "Meeting") of Boulder Capital Opportunities, Inc.
(the "Company") will be held at 4750 Table Mesa Drive, Boulder,
Colorado 80303, at 9:00 a.m. local time, on August 12, 1999, for the
following purpose:
1. To consider and vote upon a proposed amendment to
the Company's Articles of Incorporation changing its name to "Stan
Lee Media, Inc."
2. To transact such other business as may properly come
before the Meeting and at any and all adjournments, postponements or
continuations thereof.
You are cordially invited and urged to attend the Meeting.
By Order of the Board of Directors
Mark A. DiSalvo
Chairman of the Board
Shell Beach, California
Dated: July 8, 1999
BOULDER CAPITAL OPPORTUNITIES, INC.
192 Searidge Court
Shell Beach, California 93449
_________________
INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held August 12, 1999
__________________
GENERAL INFORMATION
This Information Statement is furnished in connection with a
Special Meeting of Shareholders called by the Board of Directors (the
"Board") of Boulder Capital Opportunities, Inc. (the "Company"), to
be held at 4750 Table Mesa Drive, Boulder, Colorado 80303, on
August 12, 1999, at 9:00 a.m. local time, and at any and all
postponements, continuations or adjournments thereof (collectively the
"Meeting"). This Information Statement and the accompanying
Notice of Special Meeting will first be mailed or given to Boulder
Capital"s shareholders on or about July 20, 1999.
All shares of Boulder Capital's common stock ("Common
Stock"), represented either in person or by proxy will be eligible to be
voted at the Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
BACKGROUND INFORMATION
General
Boulder Capital Opportunities, Inc. (the "Company") was
incorporated under the laws of the State of Colorado on April 22,
1996. It was incorporated as a "blind pool" or "blank check"
company for the purpose of seeking to acquire one or more properties
or businesses. The Company elected voluntarily to file a registration
statement in order to become a reporting company under the
Securities Exchange Act of 1934, as amended (the "34 Act").
Reorganization Agreement
On or about June 25, 1999, the Company and certain of its
shareholders, including its principal shareholders, entered into a
Reorganization and Stock Purchase Agreement (the "Reorganization
Agreement") with Stan Lee Media, Inc., a Delaware corporation
("SLMI") and Robert Bryan ("RGB"), pursuant to which (i) the
Company shall complete a 2.5:1 forward split of its currently issued
and outstanding common stock, thereby increasing the number of
issued and outstanding shares of common stock from 1,010,000 to
2,525,000; (ii) the Company shall issue 8,500,000 shares of its
common stock in exchange for all of the issued and outstanding
common stock of SLMI; (iii) certain designated persons shall purchase
1,713,450 shares of the Company's common stock from current
holders thereof; (iv) Zacco Equities, Ltd. shall purchase 150,000
shares of the Company's common stock from current holders thereof;
and (v) RGB and/or assigns shall purchase 165,375 shares of the
Company's common stock from current holders thereof.
Following completion of the transactions contemplated by the
Reorganization Agreement and the Stock Purchase Agreement, SLMI
will be a wholly-owned subsidiary of the Company and will have a
total of 11,025,000 shares of common stock issued and outstanding.
Current shareholders of the Company will own 496,175 shares, or
approximately 4.5% of the issued and outstanding common stock, and
there will be a change in control of the Company. The current
shareholders of SLMI and/or their assigns will own 8,500,000 shares,
or approximately 77.1% of the issued and outstanding common stock
of the Company, and accordingly will be in a position of control. In
addition, non-affiliated persons of the Company and SLMI who are
Purchasers under the Stock Purchase Agreement will own a total of
1,713,415 shares, or approximately 16.9% of the issued and
outstanding common stock of the Company.
Following completion of the transaction contemplated by the
Reorganization Agreement, SLMI will continue to conduct its existing
business activities as a wholly-owned subsidiary of the Company.
These activities include deploying the global brand, intellectual
property development capabilities and goodwill of comic book
publisher Stan Lee to the Internet, as well as other new media and
traditional media platforms. SLMI intends to engage in e-commerce
through product and merchandise sales, on-line publishing, gaming,
distance learning, financial services, sponsorships, co-branding,
advertising, product placement and endorsements.
The Name Change
One of the Company's obligations under the Reorganization
Agreement involves changing the Company's name to "Stan Lee
Media, Inc." In order to do this, the Company must obtain the
affirmative vote of its shareholders. This is the purpose of the Special
Shareholders' Meeting described in this 14C Information Statement.
The parties to the Reorganization Agreement have not closed
the contemplated transactions. The name change is contingent upon
successful closing under the Reorganization Agreement.
Record Date
Shareholders of record at the close of business on June 30, 1999 (the
"Record Date"), are entitled to notice of the meeting and to vote at
the meeting. As of the Record Date, 1,010,000 shares of the
Company's Common Stock (the "Common Stock") were issued and
outstanding and entitled to vote at the Special Meeting. No shares of
Preferred Stock were issued and outstanding as of the Record Date.
Voting
Each shareholder of record is entitled to one vote for each share of
Common Stock registered in his name. One-third of the outstanding
common stock, represented in person or by proxy at the Meeting, will
constitute a quorum for the transaction of all business.
Once a quorum is present, the proposal to amend the Company's
Articles of Incorporation will require the affirmative vote of a
majority of the shares represented at the meeting.
As of the record date, those persons listed below (see
"PRINCIPAL SHAREHOLDERS") owned 940,000 shares, or
approximately 93.06% of the Company's issued and outstanding
common stock. These Principal Shareholders are therefore in a
position to control the outcome of any shareholder vote, and they have
advised the Company that they intend to vote, or to direct the vote of
their shares, in favor of the proposed amendment of the Company's
Articles of Incorporation. Accordingly, the Company has determined
that there is no need to solicit proxies for the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
Each director and executive officer listed below serves
currently and has held the indicated offices since the beginning of the
Company's last fiscal year. No other persons have served as directors
or officers since such time:
<TABLE>
<CAPTION>
Name Age Positions Held
<S> <C> <C>
Mark A. DiSalvo 48 President and Director
Leah DiSalvo 49 Secretary
</TABLE>
Biographical Information
Mark DiSalvo is currently self-employed as a business
consultant, providing consulting services relating to mergers and
acquisitions. Mr. DiSalvo is the President of the Company. Mr.
DiSalvo has also been engaged in the securities business in various
capacities from 1984 to the present. Mr. DiSalvo served as President,
Chairman of the Board of Directors, Chief Executive Officer,
Treasurer and Secretary of SITEK, Incorporated, a publicly traded
development stage company (formerly Dentmart Group, Ltd.) from
March, 1997 to July 1998. He is the husband of Leah DiSalvo.
Leah DiSalvo is the Secretary of the Company. Mrs. DiSalvo
has worked with her husband, Mark A. DiSalvo, in the securities
business in various capacities from 1984 to the present.
PRINCIPAL SHARE OWNERSHIP
The Record Date for purposes of determining the shareholders entitled
to vote at the Special Meeting was June 30, 1999. As of the Record
Date, the Company had a total 1,010,000 shares of Common Stock
issued and outstanding. The following table sets forth, as of June 30,
1999, the number of shares of Common Stock currently owned of
record, directly and beneficially, by current executive officers,
directors, persons who hold 5% or more of the outstanding Common
Stock of the Company, and by current officers and directors as a
group.
<TABLE>
Name and Number of Shares Percent of
Address Owned Beneficially Class Owned
<S> <C> <C>
Mark DiSalvo 440,000<F1> 43.56%
192 Searidge Court
Shell Beach, CA 93449
Santina Aness 100,000 9.90%
9554 Via Solerno
Burbank, CA 91504
Alissa DiSalvo 100,000 9.90%
821 Cliff Drive
Santa Barbara, CA 93109
Matthew DiSalvo 100,000 9.90%
192 Searidge Court
Shell Beach, CA 93449
Robert Greenspan 100,000 9.90%
400 Corporate Point
Suite 560
Culver City, CA 90230
Robert M. Kern 100,000 9.90%
23676 Blythe Street
West Hills, CA 91304
All current directors
and executive officers
(1 person) 440,000<F1> 43.56%
<FN>
<F1> Includes 270,000 shares owned by California Brokerage Services,
Inc., of which Mr. DiSalvo may be deemed to be the beneficial owner. Mr.
DiSalvo is an officer and director of the Company.
</FN>
</TABLE>
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and
recommends for shareholder approval, amendment of the Company's
Articles of Incorporation in order to change the Company's name to
"Stan Lee Media, Inc." Approval of the amendment will not result in
any other amendment or change to the Company's Articles of
Incorporation. The amendment is proposed in order to allow the
Company to fulfill its obligations under a Reorganization Agreement
with Stan Lee Media, Inc., a Delaware corporation, and others,
pursuant to which Stan Lee Media, Inc. will become a wholly owned
subsidiary of the Company.
OTHER MATTERS
The Company knows of no other matters to be submitted to the
meeting.
THE BOARD OF DIRECTORS
Shell Beach, California
July 8, 1999
