BOULDER CAPITAL OPPORTUNITIES, INC.
192 Searidge Court
Shell Beach, CA 93449
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
*******
INTRODUCTION
This Information Statement is being mailed on or before June 25,
1999, to holders of record on June 18, 1999, of shares of Common
Stock ("Common Stock") of Boulder Capital Opportunities, Inc., a
Colorado corporation (the "Company") in connection with an anticipated
change in all members of the Company's Board of Directors. The
information contained in this Information Statement regarding the
persons designated to become directors of the Company has been
furnished to the Company by third parties and the Company assumes no
responsibility for its accuracy or completeness.
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or other
similar type of transaction. The Company has now identified a business
opportunity it wishes to acquire and is prepared to proceed with
implementation of its business plan through completion of the proposed
acquisition.
This Information Statement is being delivered to provide
information regarding anticipated changes in the membership of the
Board of Directors of the Company as a result of completion of the
proposed business acquisition, and is provided for information purposes
only. You are urged to read this Information Statement carefully.
However, no action on your part is sought or required.
On 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.
In conjunction with completion of the transactions contemplated
by the Reorganization Agreement, the Company will seek consent from
all shareholders to an amendment of its articles of incorporation
changing its name to Stan Lee Media, Inc. In addition, the current
directors and officers of the Company will resign, the out-going directors
will appoint successors designated by SLMI, and the new directors will
appoint new executive officers.
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.
It is the intention of the parties to complete closing under the
Reorganization Agreement as soon as reasonably possible, but in any
event no later than July 14, 1999. However, the obligations of the
parties to consummate the transactions contemplated by the
Reorganization Agreement and the Stock Purchase Agreement are subject
to the satisfaction of certain conditions. One such condition is
compliance with all applicable securities laws and with applicable rules
of the Securities and Exchange Commission including, but not limited to,
Rule 14f-1 which requires the Company to provide not less than 10 days
prior written notice to its shareholders of the anticipated change in
identity of the members of its Board of Directors. There is no assurance
that the transactions contemplated by the Reorganization Agreement will
be completed because there is no assurance that the parties will satisfy
all of the conditions for closing in a timely manner.
MANAGEMENT
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Mark A. DiSalvo 48 President and Director
</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.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing
similar functions.
The Company's board of directors has not held any formal
meetings during the fiscal year ending April 30, 1999.
Compliance With Section 16(a) of the Exchange Act.
To the best knowledge and belief of the Company, its officers,
directors and principal shareholders who are required to comply
with Section 16(a) of the Exchange Act did not file a report on
Form 5 within 45 days after April 30, 1999 (the end of the
preceding fiscal year). However, to the best knowledge and
belief of the Company, all such officers, directors and principal
shareholders will make a late filing on Form 5, Annual Statement of
Changes in Beneficial Ownership, subsequent to the date of filing of
this report on Form 14F by the Company.
DESIGNEES OF SLMI AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each
of the persons expected to be designated by SLMI to be appointed to the
Company's Board of Directors and each of the persons expected to be
appointed as an executive officer of the Company following completion
of the transactions contemplated by the Reorganization Agreement:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Stan Lee 75 Chairman
Devendra Mishra 54 President
& Director
Gill Champion 56 Vice President
& Director
Andrea Freitag 27 Secretary, Director
Stephen Gordon 49 Treasurer
</TABLE>
Biographical Information
Stan Lee, Chairman and Chief Creative Officer
Mr. Lee is the Chairman and Chief Creative Officer of SLMI. Mr. Lee
is the Chairman Emeritus of Marvel Media and a member of the
Editorial Board of Marvel Comics. He co-created the well known comic
book characters Spider-Man, The Incredible Hulk, X-Men, The Fantastic
Four, Iron Man, Daredevil, Silver Surfer and Dr. Strange among many
others. Mr. Lee has also written more than a dozen best-selling books
for Simon & Schuster, Harper & Row and other major publishers. In
1981 Mr. Lee was the creative head of Marvel's new cinematic venture,
transforming Spider-Man and The Hulk into Saturday morning cartoons.
When Marvel Comics and Marvel Productions were acquired by New
World Entertainment in 1986, Mr. Lee was involved in the creation and
development of live-action products for both movies and television. He
supervised animated series including The X-Men, Captain America,
Spider Man and The Hulk. He also created a number of new animated
concepts for network and syndication, including Mudball McBear, Super
Goose, The Mysteries of Sally Turner, The Littlest Dinosaur, and
Tender Hearts.
Devendra Mishra, President and Director
Mr. Mishra is the President and a Director of SLMI. He is a 20-year
veteran of the worldwide entertainment, distribution, and multimedia
industries and has served multiple Fortune 500 companies as a senior
executive. From 1994-1996, Mr. Mishra was President and Chief
Executive Officer of Multifoods billion dollar, independently-owned,
specialty distribution subsidiary VSA, Inc., after having served as the
President of Worldwide New Media, Distribution Services, and New
Ventures at Technicolor, Inc. He launched Technicolor Entertainment
Services, a state-of-the-art, physical distribution business to supply
movie prints to theaters in the United States. He also engineered and put
into production an "Optical Media Manufacturing Facility." From 1986
to 1992, Mr. Mishra held senior management positions at LIVE
Entertainment, a diversified supplier, wholesaler, and retailer of home
video, music, and personal computer software, and eventually served as
its President and Chief Operating Officer. Mr. Mishra operationally
launched the Teenage Mutant Ninja home video and he had retail
management responsibility for Strawberries Records and Tapes in the
Northeast. At the same time he was the Managing Director of VCL-
Carolco, a leading home video company in Germany that he helped
acquire in 1989.
Prior to 1986, Mr. Mishra was Vice President of the $900,000,000
worldwide manufacturing and distribution operations of RCA-Ariola
Records. During his tenure, he integrated manufacturing and distribution
of music of RCA and Ariola around the world, while implementing the
revolutionary "Hits-Catalog Distribution" in the United States.
Gill Champion, Vice President and Director
Mr. Champion is Vice President and a Director of SLMI. He has 20
years of executive experience in global entertainment, marketing, retail,
and licensing industries. He was Chief Financial Officer and Vice
President of Mirage Holdings, Inc., a private company that went public
in 1998. There he originated the concept, design, and application for
Virtual Mart and Showroom, an apparel, home furnishings, and
accessories Internet site. Concurrently, Mr. Champion was the
production executive on the motion picture "Jinnah". Mirage Holdings
also acquired a majority in NetSol, a Southeast Asian software
development company.
From 1990 to 1997, Mr. Champion was Chief Executive Officer of
American CinemaStores, Inc., a private company that went public in
1994. He was elected Chairman in 1994 and opened 42 mini-stores in
shopping malls and over a hundred kiosks in entertainment venues with
licensed-related apparel and merchandise. Establishing the American
Cinema Industries licensing division, he created original apparel designs,
and marketing strategies for the official lines of Baywatch, the CBS
cartoon Hyperman, the film Miracle on 34th Street, and the initial Forest
Gump apparel license. On a global scale, he was responsible for both
domestic and international sales strategies and distribution, for licensed
entertainment products.
From 1985 to 1989, Mr. Champion was Vice President of Reel
Treasures, Inc., in Dallas, Texas. The company licensed technology
pivotal in the production process of television commercials and movie
production enabling previously-filmed foreground shots to be seen
through the lens while constructing background shots.
From 1981-1984, Mr. Champion was Vice President of Gaylord
Broadcasting and in charge of new projects. He oversaw 15 episodes of
Faerie Tale in association with Shelly Duval and Showtime; the feature
film Man Woman and Child distributed by Paramount, starring Martin
Sheen and Blyth Danner; plus a variety of feature films and television
shows made for Spanish T.V.
At Producer Circle Co., he was Vice President of Production from 1976
to 1981. The Company's Broadway shows included Norman Conquests,
Sweeney Todd, On the Twentieth Century, Crimes of the Heart, and
Chicago. Additional film credits include Boys from Brazil, The Shining
and Fort Apache the Bronx.
Andrea Freitag, Secretary and Director
Andrea L. Freitag is the Secretary and a Director of SMLI. She has
career experience in multimedia publishing and distribution as the
Founder and President of TLS Multimedia, Inc. of Montreal and
President and Director of Global Language Solutions, a global leader in
language acquisition products and training. While residing in Montreal,
Canada, Andrea utilized a post graduate legal education to enter the
corporate sector as Founder of the Canadian licensee of 112 Interactive's
"The Language Solution" language acquisition products and services.
She subsequently relocated to Los Angeles, California in 1997, when she
joined the Board of Directors of Global Language Solutions, Inc., and
was subsequently appointed President, with the responsibility of
coordinating all global marketing and distribution activities. Ms. Frietag
joined Stan Lee Entertainment Inc. in October, 1998, as corporate
Secretary and member of the Board of Directors.
Stephen Gordon, Treasurer
Mr. Gordon is the Treasurer of SLMI. He has 27 years of experience
in corporate management and finance. In 1972, he co-formed Gordon
& Associates, Inc., a market maker of precious metals, coins, bars, and
other related materials. He then became a consultant to American Coin
Company, where he innovated a marketing strategy and dealer network
to distribute the U.S. Mint's new American Eagle Gold Coin series.
From 1988-92, he was a financial workout consultant to various small
to medium sized companies. In 1992, he was one of the founders of
Gourmet Group, Ltd., a nationwide network of sales representatives who
distributed Hershey's sports line of chocolates and Le Cordon Bleu (a
French gift line of gourmet food products). He later founded Trumpets
Gourmet Teas. Mr. Gordon attended California State University at
Northridge.
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
As of June 25, 1999, the Company had a total of 2,525,000
shares of Common Stock issued and outstanding (giving effect to the
2.5:1 forward split contemplated by the Reorganization Agreement).
The following table sets forth, as of June 25, 1999, the number of shares
of Common Stock currently owned of record 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. The table also reflects the number of shares which
are expected to be owned by such persons following completion of the
transactions contemplated by the Reorganization Agreement.
<TABLE>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 925,000 400,000 36.63% 3.63%
<F1>
Santina Aness 250,000 0 9.90% 0
9554 Via Solerno
Burbank, CA 91504
Alissa DiSalvo 250,000 0 9.90% 0
821 Cliff Drive
Santa Barbara, CA 93109
Matthew DiSalvo 250,000 0 9.90% 0
192 Searidge Court
Shell Beach, CA 93449
Robert Greenspan 250,000 0 9.90% 0
400 Corporate Point
Suite 560
Culver City, CA 90230
Robert M. Kern 250,000 13,650 9.90% .12%
23676 Blythe Street
West Hills, CA 91304
Robert Soehngen 165,000 0 6.53% 0
2434 Vine Place
Boulder, CO 80304
All current directors
and executive officers
(1 person) 925,000 400,000 36.63% 3.63
<F1>
<FN>
<F1> Includes 675,000 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>
SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of completion of the
transactions contemplated by the Reorganization Agreement, the number
of shares of Common Stock expected to be owned of record and
beneficially by persons who are expected to be appointed as directors
and executive officers of the Company, by persons who are expected to
then hold 5% or more of the outstanding Common Stock of the
Company and all expected future officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Owned Beneficially of Class
<S> <C> <C>
Stan Lee<F1> 3,600,000 32.65%
Andrea Freitag<F2> 2,700,000 24.49%
Gill Champion 50,000 .45%
Devendra Mishra 50,000 .45%
Zacco Equities, Ltd.
P.O. Box 116
Road Town Tortola
British Virgin Islands
All directors and
executive officers as
a group (___ in number) 6,400 58.05%
<FN>
<F1> Includes 3,600,000 shares held in the name of the Stan and Joan Lee
Intervivos Trust.
<F2> Includes 2,700,000 shares held in the name of P.F.P. Family Holdings,
L.P.
</FN>
</TABLE>
EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT
No current officer or director has received any other
remuneration or compensation from the Company. See Certain
Relationships and Related Transactions below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the terms of the Reorganization Agreement and related
agreements, Mark DiSalvo, who is a director, officer and principal
shareholder of the Company, will receive compensation for his shares
and a consulting fee from Zacco Equities, Ltd. totaling approximately
$200,000.
Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated. No director,
officer or affiliate of the Company, and no owner of record or beneficial
owner of more than five percent (5%) of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the
Company in reference to pending litigation.
*******
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
June 25, 1999
