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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2000.
STAN LEE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-28530 84-1341980
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
15821 Ventura Boulevard, Suite 675, Encino, California 91436
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 461-1757
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On September 11, 2000, Stan Lee Media, Inc. (the "Company") acquired all of
the rights to the intellectual property known as Conan the Barbarian through its
acquisition of all of the outstanding stock of Conan Properties, Inc. in
exchange for 409,037 shares of the Company's common stock, no par value,
calculated by dividing an aggregate purchase price of $4.3 million by $10.5125,
the average of the Company's closing stock price on the Nasdaq Stock Market for
the 30-day period preceding August 30, 2000.
Pursuant to the terms of the agreement, the sellers are entitled to certain
price protection and volume protection provisions during the first 21 months
following the acquisition. In addition, the sellers have certain registration
rights relating to the shares of the Company's common stock acquired hereunder.
The Stock Purchase Agreement relating to the acquisition of Conan Properties,
Inc. is attached as Exhibit 10.1 hereto, and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Financial statements required by this item shall be filed no later than 60
days after the date hereof.
(b) Pro Forma Financial Information.
Pro Forma financial statements required by this item shall be filed no
later than 60 days after the date hereof.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
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10.1 Stock Purchase Agreement, dated as of August 31, 2000, among the
Company and the sellers listed on the signature pages thereto.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
STAN LEE MEDIA, INC.
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(Registrant)
Date: September 12, 2000. By: /s/ Rick C. Madden
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Rick C. Madden
Executive Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Stock Purchase Agreement, dated as of August 31, 2000, among the
Company and the sellers listed on the signature pages thereto.
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