STAN LEE MEDIA INC
S-3, 2000-08-01
BLANK CHECKS
Previous: AVAX TECHNOLOGIES INC, S-8, EX-23.2, 2000-08-01
Next: STAN LEE MEDIA INC, S-3, EX-5.1, 2000-08-01



<PAGE>   1
     As filed with the Securities and Exchange Commission on August 1, 2000

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933

                              STAN LEE MEDIA, INC.
             (Exact name of Registrant as specified in its charter)

                Colorado                                    84-1341980
   (State or other jurisdiction of                       (I.R.S. employer
   incorporation or organization)                      identification number)

                       15821 Ventura Boulevard, Suite 675
                                Encino, CA 91436
                                 (818) 461-1757
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                                 Rick C. Madden
             Executive Vice President, General Counsel and Secretary
                              Stan Lee Media, Inc.
                       15821 Ventura Boulevard, Suite 675
                                Encino, CA 91436
                                 (818) 461-4163
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     From time to time after this registration statement becomes effective.

                                  ------------

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                      Proposed Maximum       Proposed Maximum        Amount of
Title of Each Class of              Amount to be       Offering Price            Aggregate          Registration
Securities to be Registered          Registered         Per Share (1)        Offering Price (1)          Fee
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                   <C>                    <C>
Common Stock, no par value             2,835,791          $11.19                 $31,732,501           $8,377.38
==================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933, as amended,
     and based on the average of the high and low prices for the common stock on
     July 28, 2000, as reported on the Nasdaq SmallCap Market.


<PAGE>   2

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.


<PAGE>   3


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING STOCKHOLDERS
ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH
OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED AUGUST 1, 2000


PROSPECTUS


                        2,835,791 SHARES OF COMMON STOCK


                              STAN LEE MEDIA, INC.


                                 --------------



     The stockholders of Stan Lee Media, Inc. listed below may offer for sale,
from time to time, 2,835,791 shares of our common stock under this prospectus.
We will not receive any part of the proceeds from such sales. See "Selling
Stockholders".

     Our common stock is listed on the Nasdaq SmallCap Market under the trading
symbol "SLEE." On July 28, 2000, the closing price of one share of our common
stock on the Nasdaq SmallCap Market was $11.25.

     AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 1 OF THIS PROSPECTUS.




     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.






                 The date of this prospectus is August 1, 2000.


<PAGE>   4

                                TABLE OF CONTENTS

                                   PROSPECTUS

<TABLE>
<CAPTION>
                                                                  PAGE
<S>                                                              <C>
Risk Factors.....................................................
Special Note Regarding Forward-Looking Statements................
The Company......................................................
Use of Proceeds..................................................
Selling Stockholders.............................................
Plan of Distribution.............................................
Experts..........................................................
Legal Matters....................................................
Where You Can Find More Information..............................

</TABLE>


                                       i

<PAGE>   5

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain matters discussed under the captions "Risk Factors" and "The
Company" and elsewhere in this prospectus or in the information incorporated by
reference constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Some of the forward-looking statements can be identified by the use of
forward-looking words such as "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or
the negative of those words or other comparable terminology. The discussion of
financial trends, strategy, plans or intentions may also include forward-looking
statements. Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected.

     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Readers are cautioned not to rely too heavily on these forward-looking
statements. The forward-looking statements by their nature are not intended to
be definitive predictions of future events.

                                   THE COMPANY

     We are an Internet-based, global branded content creation, production and
marketing company founded by comic book icon Stan Lee to conceive, create,
co-create and produce marketable characters and story franchises for
entertainment, merchandising and promotional exploitation worldwide.

     Stan Lee Entertainment, Inc. was incorporated in the State of Delaware on
October 13, 1998. Stan Lee Media, Inc. ("SLM Delaware") was originally
incorporated in the State of Delaware on January 14, 1999. Stan Lee
Entertainment was merged with SLM Delaware on April 14, 1999, with SLM Delaware
being the surviving corporation. Effective July 23, 1999, the surviving Delaware
corporation engaged in a share exchange with Boulder Capital Opportunities,
Inc., a public company, incorporated in the State of Colorado, which previously
had no operating history. After the share exchange, the acquiring corporation,
Boulder Capital Opportunities, Inc., changed its name to Stan Lee Media, Inc.
The share exchange was accounted for as a reverse acquisition in which SLM
Delaware is considered our predecessor because it had operations at the time of
the share exchange.

     Our principal executive offices are located at 15821 Ventura Boulevard,
Suite 675, Encino, CA 91436 and our telephone number is (818) 461-1757.




                                       1
<PAGE>   6


                                  RISK FACTORS

You should carefully consider the following risks as well as the other
information contained or incorporated by reference in this prospectus before
purchasing our common stock. If any of the following risks actually occur, our
business, results of operations and financial condition would likely suffer. In
any such case, the market price of our common stock could decline, and you may
lose all or part of the money you paid to buy our common stock.

                          RISKS RELATED TO OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

     We commenced operations in August 1999 and launched our "hub" web site
stanlee.net in February 2000. Accordingly, we have only a limited operating
history upon which you can evaluate our business and prospects. An investor in
our common stock must consider the risks, expenses and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets,
including web-based entertainment and merchandising. These risks and
difficulties include our ability to:

-    attract a larger audience of users to our web-based entertainment
     offerings;
-    successfully license our entertainment franchises on offline media
     and products;
-    increase awareness of our brand;
-    strengthen user loyalty and increase the number of registered users;
-    offer compelling on-line and off-line content, services and e-commerce
     opportunities;
-    maintain our current, and develop new, affiliate relationships;
-    attract a large number of advertisers who desire to reach our users;
-    respond effectively to the offerings of competitive entertainment providers
     on the Internet;
-    continue to develop and upgrade our technology; and
-    attract, retain and motivate qualified personnel.

     We also depend on the growing use of the Internet for advertising, commerce
and communication, and on general economic conditions. We cannot assure you that
our business strategy will be successful or that we will successfully address
these risks or difficulties. If we fail to address adequately any of these risks
or difficulties our business would likely suffer.

WE HAVE A HISTORY OF LOSSES AND NEGATIVE CASH FLOW AND ANTICIPATE CONTINUED
LOSSES

     As of March 31, 2000, we had an accumulated deficit of $13.4 million. We
have not achieved profitability and expect to continue to incur net losses in
2000 and subsequent fiscal periods. We have not achieved profitability and
expect to continue to incur operating losses for the foreseeable future as we
fund operating and capital expenditures in areas such as expansion of our
network, advertising, brand promotion, content development, sales and marketing,
and operating infrastructure. We will need to generate even more substantial
revenues to achieve profitability, which may not occur. Even if we do achieve
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis in the future.

NEED FOR SUBSTANTIAL ADDITIONAL CAPITAL

     Our ability to implement our business plans will depend on a number of
factors, including our ability to raise substantial additional capital. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders will be reduced, and
these


                                       2
<PAGE>   7

newly-issued securities may have rights, preferences or privileges senior to
those of existing stockholders. We cannot assure you that additional financing
will be available on terms favorable to us, or at all. If adequate funds are not
available or are not available on acceptable terms, our ability to fund our
operations, take advantage of unanticipated opportunities, develop or enhance
content, features or services, or otherwise respond to competitive pressures
would be significantly limited. We have no commitments with respect to any
additional financing and there can be no assurance that any such funds will be
available on acceptable terms or otherwise.

THE CONVERSION OF SOME OF OUR SECURITIES FOR COMMON STOCK COULD RESULT IN A
SUBSTANTIAL NUMBER OF ADDITIONAL SHARES BEING ISSUED IF OUR MARKET PRICE
DECLINES.

     We have issued $2,500,000 initial principal amount of 6% Convertible
Debentures and 4,000 shares of our Series B 4% Cumulative Convertible Preferred
Stock. The holders of these securities have the right convert at a floating
rate based on the market price of our common stock, provided the conversion
price may not exceed $13.13 per share, in the case of the debentures, and
$12.10, in the case of the preferred stock, subject to adjustment. As a result,
the lower the price of our common stock at the time of conversion, the greater
the number of shares of our common stock the holders will receive.

     To the extent these securities are converted a significant number of shares
of common stock may be sold into the market, which could decrease the price of
our common stock and encourage short sales by selling securityholders or others.
Short sales could place further downward pressure on the price of our common
stock. In that case, we could be required to issue an increasingly greater
number of shares of our common stock upon future conversions of these
securities, sales of which could further depress the price of our common stock.

     The conversion of these securities may result in substantial dilution to
the interests of other holders of our common stock. Even through no selling
securityholder may convert its convertible securities if upon such conversion
the selling securityholder together with its affiliates would have acquired a
number of shares of common stock during the 60-day period ending on the date of
conversion which, when added to the number of shares of common stock held at the
beginning of such 60-day period, would exceed 9.99% of our then outstanding
common stock, excluding for purposes of such determination shares of common
stock issuable upon conversion of series B preferred shares which have not been
converted and upon exercise of warrants which have not been exercised, this
restriction does not prevent a selling securityholder from selling a substantial
number of shares in the market. By periodically selling shares into the market,
an individual selling securityholder could eventually sell more than 9.99% of
our outstanding common stock while never holding more than 9.99% at any specific
time.

KEY ELEMENTS OF OUR MARKETING AND BRAND BUILDING STRATEGIES ARE DEPENDENT ON OUR
RELATIONSHIP WITH STAN LEE

     A key element of our strategy is to associate our company with Stan Lee,
Chairman of the Board and Chief Creative Officer of our company. We are a party
to an exclusive lifetime agreement with Stan Lee which provides us with
ownership in perpetuity to Mr. Lee's name, likeness, brand and signature
slogans, along with rights to all intellectual property that will hereafter be
created by Stan Lee. We believe that we can use this association to access Stan
Lee's large fan base. While we believe Stan Lee's acceptance by users in
traditional media will transfer to this new web-based entertainment medium, our
product is new and there can be no assurance that it will be embraced similarly.
In addition, Stan Lee is now 77 years old. A loss of Stan Lee's services or a
material reduction in his ability to perform such services could materially
adversely affect our business, results of operations and financial condition.

DIFFICULTIES IN DEVELOPING NEW AND ENHANCED CONTENT AND PRODUCTS FOR OUR WEB
SITE COULD HARM OUR BUSINESS

     We provide content, interactive tools and other features that consumers
demand in order to continue to attract and retain our audience of users. We
expect that competitive factors will create a continuing need for us to retain,
improve and add to our content, interactive tools and other features. We will
not only have to expend significant funds and other resources to continue to
improve our network, but we must also properly anticipate and respond to
consumer preferences and demands. The addition of new features will also require
that we continue to improve the technology underlying our website. These
requirements are significant, and we may fail to execute on them quickly and
efficiently. If we fail to expand the breadth of our offerings quickly, or
these offerings fail to achieve market acceptance, our business will suffer
significantly. Even if we succeed in expanding our offerings in a timely manner,
this expansion may cause us to spend more on creating this content than we can
charge to our customers.

     We may also experience difficulties that could delay or prevent us from
introducing new content and products. These difficulties may include the loss
of, or inability to obtain or maintain, third-party technology license
agreements. Our business, results of operations and financial condition could be
materially adversely affected if we experience difficulties in introducing new
content and products or if these new content and products are not accepted by
our users.

IF WE ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED CONTENT CREATION, PRODUCTION AND
OTHER SIGNIFICANT PERSONNEL AND EFFECTIVELY INTEGRATE KEY MANAGEMENT PERSONNEL,
OUR BUSINESS COULD BE HARMED

     Our future success depends substantially upon the continued efforts of our
content creation and production personnel to create branded content focused on
the super hero genre. In addition to Stan Lee, Chairman of the Board, we depend
on the continued services of key board members, our senior management and other
personnel, particularly Kenneth Williams, President and Chief Executive Officer.


                                       3
<PAGE>   8

Only a few of our employees are parties to employment agreements. Competition
for content creation and production personnel is intense, and we may not be able
to retain existing or attract additional highly qualified personnel in the
future. If we lose the services of a significant number of our content creation
or production personnel or are unable to continue to attract additional
personnel with appropriate qualifications, our business, results of operations
and financial condition could be materially adversely affected.

INTENSE COMPETITION COULD HARM OUR FINANCIAL PERFORMANCE

     An increasing number of web-based entertainment and merchandising companies
compete for consumers' and advertisers' attention and spending. We expect this
competition to continue to increase. We compete for advertisers, members,
offline licensing, visitors, distribution partners and personnel with many types
of companies, including:

     o    online services or web sites focused on web-based entertainment such
          as Atom Films and Marvel Comics; and

     o    publishers, producers and distributors of traditional media, including
          print, radio and television, such as Time Warner, Viacom, Disney and
          News Corporation; and

     o    web "portal" companies, such as Yahoo! and America Online.

     Our ability to compete depends on many factors, including the originality
and creativity of our content and that of our competitors, the ease of use of
services developed either by us or our competitors and the effectiveness of our
sales and marketing efforts.

     Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services. These competitors may also engage in more
extensive research and development, undertake more far-reaching marketing
campaigns, adopt more aggressive pricing policies and make more attractive
offers to existing and potential employees, strategic partners and advertisers.
Our competitors may develop content that is equal or superior to ours or that
achieves greater market acceptance than ours. It is also possible that new
competitors may emerge and rapidly acquire significant market share. We may not
be able to compete successfully for advertisers, users, visitors and personnel,
which could materially adversely affect our business, results of operations and
financial condition.

     We also compete with other web sites, television, radio and print media for
a share of advertisers' total advertising budgets. If advertisers perceive the
Internet or our web site to be a limited or an ineffective advertising medium,
they may be reluctant to devote a portion of their advertising budget to
Internet advertising or to advertising on our web site.

A FAILURE TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS WITH GLOBALLY
RECOGNIZED LEADERS IN NICHE MARKETS AND OFFLINE PUBLISHING/MEDIA PARTNERS MAY
HARM OUR BUSINESS

     We depend on establishing and maintaining strategic relationships for the
co-creation of super hero franchises and brand extensions of globally recognized
leaders in niche markets along with strategic relationships with offline
publishing/media companies in order to diversify our product and audience
demographics. Our business, results of operations and financial condition could
be materially adversely affected if we do not establish additional, and maintain
existing, strategic relationships on commercially reasonable terms or if any of
our strategic relationships do not result in an increase in the number of
visitors to our web site or marketability of our entertainment franchises in
offline markets.


                                       4
<PAGE>   9

A FAILURE TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS WITH GLOBALLY
RECOGNIZED TECHNOLOGY PARTNERS MAY HARM OUR BUSINESS

     We are a content creation company and accordingly depend on establishing
and maintaining strategic relationships with technology partners, including
Macromedia, IBM, Microsoft and Toon Boom Technologies Inc., for the deployment
of our creative franchises in a robust software environment that evolves to meet
the anticipated demands of a constantly evolving user audience. To the extent
that we are unable to maintain such relationships or create relationships with
providers of such state-of-the-art deployment platforms, our business, results
of operations and financial condition could be materially adversely affected

WE MAY BE UNABLE TO MANAGE OUR GROWTH, WHICH MAY HARM OUR BUSINESS

     We have experienced rapid growth in our operations. Our rapid growth has
placed, and our anticipated future growth will continue to place, a significant
strain on our managerial, operational and financial resources. To manage our
growth, we must continue to implement and improve our managerial controls and
procedures and operational and financial systems. In addition, our future
success will depend on our ability to expand, train and manage our workforce, in
particular our content creation, production, advertising, sales and business
development staff. At March 31, 2000, we had a total of 128 full-time employees,
as compared to 85 full-time employees at December 31, 1999. We expect that the
number of our employees will continue to increase in the near term. We will need
to integrate these employees into our workforce successfully. We cannot assure
you that we have made adequate allowances for the costs and risks associated
with this expansion, that our systems, procedures or controls will be adequate
to support our operations, or that our management will be able to successfully
offer and expand our services. If we are unable to manage our growth
effectively, our business, results of operations and financial condition could
be materially adversely affected.

UNEXPECTED INCREASES IN TRAFFIC MAY STRAIN OUR SYSTEMS

     The number of our users has continued to increase over time and we are
seeking to increase our user base further. Accordingly, our web site must be
prepared to accommodate a high volume of traffic, often at unexpected times. Our
web site has in the past, and may in the future, experience slower response
times than usual or other problems for a variety of reasons. These occurrences
could cause our users to perceive our web site as not functioning properly and,
therefore, cause them to use other web sites. If a significant number of users
cease to use our website, our business, results of operations and financial
condition could be materially adversely affected.

WE FACE A RISK OF SYSTEM FAILURE THAT MAY RESULT IN REDUCED TRAFFIC, REDUCED
REVENUE AND HARM TO OUR REPUTATION

     Our ability to attract loyal users depends on the efficient and
uninterrupted operation of our computer and communications hardware and software
systems. Similarly, our ability to track, measure and report the delivery of
advertisements on our site depends on the efficient and uninterrupted operation
of a tracking system. These systems and operations are vulnerable to damage or
interruption from human error, natural disasters, telecommunication failures,
break-ins, sabotage, computer viruses, intentional acts of vandalism and similar
events. Although we have a formal disaster recovery plan with Exodus
Communications pursuant to an Internet hosting agreement, any system failure,
including network, software or hardware failure, that causes an interruption in
our service or a decrease in responsiveness of our web site could result in
reduced traffic, reduced revenue and harm to our reputation, brand and our


                                       5
<PAGE>   10

relations with our advertisers. Our operations depend on the ability of Exodus
Communications to protect its and our systems in its data center against damage
from fire, power loss, water damage, telecommunications failure, vandalism and
similar unexpected adverse events. However, pursuant to our Internet hosting
agreement, Exodus Communications does not guarantee that our Internet access
will be uninterrupted, error-free or secure. Any disruption in the Internet
access to our web site provided by Exodus Communications could materially
adversely affect our business, results of operations and financial condition.
Our insurance policies may not adequately compensate us for any losses that we
may incur because of any failures in our system or interruptions in our delivery
of content. Our business, results of operations and financial condition could be
materially adversely affected by any event, damage or failure that interrupts or
delays our operations.

FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR
BRAND-BUILDING EFFORTS AND ABILITY TO COMPETE EFFECTIVELY

     To protect our rights to our intellectual property, we rely on a
combination of trademark and copyright law, trade secret protection,
confidentiality agreements and other contractual arrangements with our
employees, consultants, affiliates, clients, strategic partners and others. The
protective steps we have taken may be inadequate to deter misappropriation of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual property rights. We have
registered certain trademarks in the United States and we have pending
applications for such trademarks in certain foreign countries. As we continue to
develop new franchises, we intend to continue our substantial trademark
registration program in the United States and internationally. Effective
trademark, copyright and trade secret protection may not be available in every
country in which we offer or intend to offer our services. Failure to adequately
protect our intellectual property could harm our brand, devalue our proprietary
content and affect our ability to compete effectively. Further, defending our
intellectual property rights could result in the expenditure of significant
financial and managerial resources, which could materially adversely affect our
business, results of operations and financial condition.

WE MAY HAVE TO DEFEND AGAINST INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH
MAY CAUSE SIGNIFICANT OPERATIONAL EXPENDITURES

     Other parties may assert infringement claims against us or claims that we
have violated a patent or infringed a copyright, trademark or other proprietary
right belonging to them. We incorporate licensed third-party technology in some
of our services. In these license agreements, the licensors have generally
agreed to defend, indemnify and hold us harmless with respect to any claim by a
third party that the licensed software infringes any patent or other proprietary
right. We cannot assure you that these provisions will be adequate to protect us
from infringement claims. Any infringement claims, even if not meritorious,
could result in the expenditure of significant financial and managerial
resources on our part, which could materially adversely affect our business,
results of operations and financial condition.

ANY FUTURE ACQUISITIONS WE MAKE OF COMPANIES OR TECHNOLOGIES MAY RESULT IN
DISRUPTIONS TO OUR BUSINESS AND/OR THE DISTRACTION OF OUR MANAGEMENT, DUE TO
DIFFICULTIES IN ASSIMILATING ACQUIRED PERSONNEL AND OPERATIONS

     We may acquire or make investments in complementary businesses,
technologies, services or products if appropriate opportunities arise. From time
to time we engage in discussions and negotiations with companies regarding our
acquiring or investing in such companies' businesses, products, services or
technologies, and we regularly engage in such discussions and negotiations in
the ordinary course of our business. Some of those discussions also contemplate
the other party making an investment in our



                                       6
<PAGE>   11

company. We cannot assure you that we will be able to identify future suitable
acquisition or investment candidates, or if we do identify suitable candidates,
that we will be able to make such acquisitions or investments on commercially
acceptable terms or at all. If we acquire or invest in another company, we could
have difficulty in assimilating that company's personnel, operations, technology
and software. In addition, the key personnel of the acquired company may decide
not to work for us. If we make other types of acquisitions, we could have
difficulty in integrating the acquired products, services or technologies into
our operations. These difficulties could disrupt our ongoing business, distract
our management and employees, increase our expenses and adversely affect our
results of operations. Furthermore, we may incur indebtedness or issue equity
securities to pay for any future acquisitions. The issuance of equity securities
would be dilutive to our existing stockholders. As of the date of this
prospectus, we have no agreement to enter into any material investment or
acquisition transaction.

POTENTIAL FLUCTUATIONS IN OUR QUARTERLY FINANCIAL RESULTS MAKE FINANCIAL
FORECASTING DIFFICULT

     Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside our control.

     We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. Similar seasonal or other patterns may develop in our industry.

     We believe that quarter-to-quarter comparisons of our operating results may
not be a good indication of our future performance, nor would our operating
results for any particular quarter be indicative of future operating results. In
some future quarters our operating results may be below the expectations of
public market analysts and investors. In such an event, the price of our common
stock may fall.

                          RISKS RELATED TO OUR INDUSTRY

OUR ABILITY TO MAINTAIN AND INCREASE OUR USER BASE DEPENDS ON THE CONTINUED
GROWTH IN USE AND EFFICIENT OPERATION OF THE WEB

     The web-based entertainment and merchandising market is new and rapidly
evolving. Our business would be materially adversely affected if web usage does
not continue to grow or grows slowly. Web usage may be inhibited for a number of
reasons, such as:

     o    inadequate network infrastructure;
     o    security concerns;
     o    inconsistent quality of service; and
     o    unavailability of cost-effective, high-speed access to the Internet.

     Our users depend on Internet service providers, online service providers
and other web site operators for access to our web site. Many of these services
have experienced significant service outages in the past and could experience
service outages, delays and other difficulties due to system failures unrelated
to our systems. These occurrences could cause our members to perceive the web in
general or our web site in particular as an unreliable medium and, therefore,
cause them to use other media, which could materially adversely affect our
business, results of operations and financial condition.

A GENERAL DECLINE IN ONLINE ADVERTISING OR OUR INABILITY TO ADAPT TO TRENDS IN
ONLINE ADVERTISING COULD HARM OUR ADVERTISING REVENUES


                                       7
<PAGE>   12

     No standards have been widely accepted to measure the effectiveness of web
advertising. If standards do not develop, existing advertisers may not continue
or increase their levels of web advertising. If standards develop and we are
unable to meet these standards, advertisers may not continue advertising on our
site. Furthermore, advertisers that have traditionally relied upon other
advertising media may be reluctant to advertise on the web. Our business,
results of operations and financial condition could be materially adversely
affected if the market for web advertising declines or develops more slowly than
expected.

     Different pricing models are used to sell advertising on the web. It is
difficult to predict which, if any, will emerge as the industry standard. This
uncertainty makes it difficult to project our future advertising rates and
revenues. We cannot assure you that we will be successful under existing or
alternative pricing models that may emerge. Moreover, "filter" software programs
that limit or prevent advertising from being delivered to a web user's computer
are available. Widespread adoption of this software could materially adversely
affect the commercial viability of web advertising, which could materially
adversely affect our advertising revenues and, as a result, our business,
results of operations and financial condition.

     We compete with other web sites, television, radio and print media for a
share of advertisers' total advertising budgets. If advertisers perceive the web
in general or our web site in particular to be a limited or an ineffective
advertising medium, they may be reluctant to devote a portion of their
advertising budget to online advertising or to advertising on our web site.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE WEB COULD INCREASE
OUR COSTS OF TRANSMITTING DATA AND INCREASE OUR LEGAL AND REGULATORY
EXPENDITURES AND COULD DECREASE OUR USER BASE

     Existing domestic and international laws or regulations specifically
regulate communications or commerce on the web. Further, laws and regulations
that address issues such as user privacy, pricing, online content regulation,
taxation and the characteristics and quality of online products and services are
under consideration by federal, state, local and foreign governments and
agencies. Several telecommunications companies have petitioned the Federal
Communications Commission to regulate Internet service providers and online
services providers in a manner similar to the regulation of long distance
telephone carriers and to impose access fees on such companies. This regulation,
if imposed, could increase the cost of transmitting data over the web. Moreover,
it may take years to determine the extent to which existing laws relating to
issues such as intellectual property ownership and infringement, libel,
obscenity and personal privacy are applicable to the web. The Federal Trade
Commission and government agencies in certain states have been investigating
certain Internet companies regarding their use of personal information. We could
incur additional expenses if any new regulations regarding the use of personal
information are introduced or if these agencies chose to investigate our privacy
practices. Any new laws or regulations relating to the web, or certain
application or interpretation of existing laws, could decrease the growth in the
use of the web, decrease the demand for our web site or otherwise materially
adversely affect our business.

CONCERNS ABOUT WEB SECURITY COULD REDUCE OUR ADVERTISING REVENUES, DECREASE OUR
USER BASE AND INCREASE OUR WEB SECURITY EXPENDITURES

     Concern about the transmission of confidential information over the
Internet has been a significant barrier to electronic commerce and
communications over the web. Any well-publicized compromise of security could
deter more people from using the web or from using it to conduct


                                       8
<PAGE>   13

transactions that involve the transmission of confidential information, such as
signing up for a paid subscription or purchasing goods or services. Because many
of our advertisers seek to advertise on our web site to encourage people to use
the web to purchase goods or services, our business, results of operations and
financial condition could be materially adversely affected if Internet users
significantly reduce their use of the web because of security concerns. We may
also incur significant costs to protect ourselves against the threat of security
breaches or to alleviate problems caused by these breaches.

SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR
STOCK PRICE

     The number of shares being registered under this Registration Statement
represents a substantial increase over the number of shares that are presently
freely transferable at this time. These sales also might make it more difficult
for us to sell equity securities in the future at a time and at a price that we
deem appropriate. We cannot predict if future sales of our common stock, or the
availability of our common stock for sale, will materially adversely affect the
market price for our common stock or our ability to raise capital by offering
equity securities.

CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS COULD ADVERSELY AFFECT
OUR STOCKHOLDERS

     At July 28, 2000, our officers, directors and greater-than-five-percent
stockholders (and their affiliates), in the aggregate, beneficially owned
approximately 53.9% of the outstanding common stock. As a result, these persons,
acting together, will have the ability to control substantially all matters
submitted to our stockholders for approval (including the election and removal
of directors and any merger, consolidation or sale of all or substantially all
of our assets) and to control our management and affairs. Accordingly, this
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of us, impeding a merger, consolidation, takeover
or other business combination involving us or discouraging a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could materially adversely affect the market price of the common
stock.

ANTI-TAKEOVER PROVISIONS COULD PREVENT OR DELAY A CHANGE OF CONTROL

     Provisions of our Articles of Incorporation and Bylaws and Colorado law
could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. Furthermore, some of our
securityholders have the right to approve any change of control.



                                       9
<PAGE>   14

WE DO NOT INTEND TO PAY DIVIDENDS

     We have never declared or paid any cash dividends on our common stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future.

VOLATILITY OF TRADING PRICE

     The market price of our common stock has fluctuated significantly and may
be highly volatile depending on a wide variety of matters, including news
announcements and changes in general market conditions. In addition, news
announcements regarding competitive developments, regulatory action, quarterly
results or operations or litigation may adversely affect the price of common
stock.

                                 USE OF PROCEEDS

     All net proceeds from the sale of the shares of our common stock will go to
the stockholders who offer and sell their shares. Accordingly, we will not
receive any of the proceeds from the sales of the shares of our common stock by
the selling stockholders.



                                       10
<PAGE>   15

                              SELLING STOCKHOLDERS

     The selling stockholders obtained their shares of our common stock as a
result of certain private placement transactions (the "Private Placement
Transactions"). In the Private Placement Transactions, we agreed to register the
shares of our common stock issued to the selling stockholders as well as shares
of our common stock issuable to the selling stockholders pursuant to the
exercise of warrants or conversion of convertible securities, as the case may
be. Our registration of shares of our common stock does not necessarily mean
that the selling stockholders will sell all or any of their shares of our common
stock.

     The following table sets forth information about the shares of our common
stock that are owned by the selling stockholders as of the date of this
prospectus or which can be acquired by the stockholders, through exercise of
warrants or conversion of other securities. The number of shares of our common
stock owned by the selling stockholders, as set forth in each column below,
assumes that all convertible securities (i.e., warrants and convertible
preferred stock), acquired by a stockholder in the Private Placement
Transactions, are converted into or exercised for common stock as of August 1,
2000, without regard to any restrictions or limitations contained in such
securities.

<TABLE>
<CAPTION>
                                                                        PERCENTAGE OF
                                                          SHARES BEING   OUTSTANDING
       NAME OF SELLING STOCKHOLDER                          OFFERED     SHARES OWNED(1)
-------------------------------------------               ------------  ---------------
<S>                                                       <C>           <C>
William & Shrina L. Bauman                                   16,666        0.14%
Irving C. Siegel & Patricia Q. Siegel JTWROS                 60,000        0.50%
Compton Family Trust                                         55,000        0.46%
Charles J. Blomme                                            45,000        0.37%
Michael H. Edwards 1994 Revocable Trust                      20,000        0.17%
William J. & Patricia J. Wilkinson                           33,334        0.28%
Kenneth B. Avery                                             16,666        0.14%
Kenneth R. & Deborah L. Hubbert                              16,666        0.14%
Adrian Turcotte                                              10,000        0.08%
Steven Patrick                                                6,666        0.06%
Shannah L. Compton                                            2,000        0.02%
Cameron L. Compton                                            2,000        0.02%
Morton Feldman                                               10,000        0.08%
Frederick W. Howarth                                         20,000        0.17%
Frances S. Masters                                           10,000        0.08%
Lynne K. Masters                                              6,000        0.05%
Lon & Jaye Getlin                                             6,666        0.06%
Michael Joseph Getlin                                           666        0.01%
Stanley Compton                                               2,500        0.02%
Mohammed Soltani                                              8,666        0.07%
Kenneth G. Montgomery                                         4,000        0.03%
Kenneth Bald                                                 30,000        0.25%
Charlotte & Donald Bernstein                                  2,000        0.02%
Eddie Alexander                                               2,000        0.02%

</TABLE>



                                       11
<PAGE>   16


<TABLE>
<CAPTION>
                                                                        PERCENTAGE OF
                                                          SHARES BEING   OUTSTANDING
       NAME OF SELLING STOCKHOLDER                          OFFERED     SHARES OWNED(1)
-------------------------------------------               ------------  ---------------
<S>                                                       <C>           <C>
Kaaren Alexander                                              2,000        0.02%
Edith A. Pope                                                 6,666        0.06%
Kevork K. Tashjian                                           16,666        0.14%
Bonner W. Adams, Trustee B.W. Adams Enterprises, Inc.
   Defined Benefit Pension Plan                              33,333        0.28%
Edward Powell                                                 6,666        0.06%
George Cibaud                                                 6,666        0.06%
Andrew J. Brindock                                            4,000        0.03%
Broomberg Family Trust                                       20,000        0.17%
Boyd Willat                                                  13,400        0.11%
William David Hooper, Jr., Trustee,
   WWM Part. Trust                                            2,000        0.02%
Mark L. Hendler                                               6,666        0.06%
VMR Luxembourg S.A                                          296,818        2.44%
Jose Abadin                                                  28,182        0.23%
John Galt Fund, L.P.                                         93,720        0.78%
John Galt Offshore Fund                                       7,500        0.06%
Asset Management Holdings Co.                                28,125        0.23%
Zurich HRR Master Hedge Fund Index Ltd.                      11,250        0.09%
Dorodo Capital Partners L.P.                                 37,500        0.31%
The Balboa Fund L.P.                                         93,750        0.78%
Carmen Italia                                                18,750        0.16%
Laurence Dunn                                                 9,375        0.08%
Augustine Fund, L.P.(2)                                     550,000        2.19%
Elliott Associates, L.P.(3)                                 513,116        2.05%
Westgate International, L.P.(3)                             513,116        2.05%
Toon Boom Technologies, Inc.                                 30,000        0.25%
World Network, Inc.                                          37,500        0.31%
Continental Entities                                         62,500        0.52%
Total
</TABLE>

(1) Based upon 12,031,502 shares outstanding as of July 28, 2000.

(2) Issuable upon conversion of our Series A 6% Convertible Notes upon a
    floating conversion rate, based upon the market price of our common stock at
    the time of conversion. Shares being offered represent two times the actual
    number of shares beneficially owned by such selling stockholder on the date
    hereof. The Company has registered the additional shares pursuant to its
    contractual obligations.

(3) Issuable upon conversion of our Series B Cumulative Convertible Preferred
    Stock upon a floating conversion rate, based upon the market price of our
    common stock at the time of conversion. Shares being offered represent two
    times the actual number of shares beneficially owned by such selling
    stockholder on the date hereof. The Company has registered the additional
    shares pursuant to its contractual obligations.



                                       12
<PAGE>   17


                              PLAN OF DISTRIBUTION

     We are registering shares of our common stock on behalf of the selling
stockholders. As used herein, "selling stockholders" include donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus. The selling stockholders or their respective successors in interest
may offer their shares of our common stock at various times, depending on market
conditions and other factors, in one or more transactions on any of the United
States securities exchanges where our capital stock is listed, the Nasdaq Stock
Market, in the over-the-counter market or in transactions other than on such
exchanges or in the over-the-counter market or in privately negotiated
transactions. The selling stockholders may sell their shares at market prices
prevailing at the time of the sale, at negotiated prices or at fixed prices. The
selling stockholders may offer their shares of our common stock in any manner
permitted by law, including through underwriters, brokers, dealers or agents and
directly to one or more purchasers. Sales of the shares of our common stock may
involve:

     o    sales to underwriters who will acquire the shares of our common stock
          for their own account and resell them in one or more transactions at
          fixed prices or at varying prices determined at the time of sale;

     o    block transactions in which the broker or dealer engaged will attempt
          to sell the shares of our common stock as an agent but may position
          and resell a portion of the block as a principal to facilitate the
          transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its account;

     o    an exchange distribution in accordance with the rules of any such
          exchange;

     o    ordinary brokerage transactions and transactions in which a broker
          solicits purchasers; and

     o    direct sales to purchasers without a broker or dealer.

     Brokers and dealers may receive compensation in the form of underwriting
discounts, concessions or commission from the selling stockholders and/or
purchasers of shares of our common stock for whom they may act as agents (which
compensation may be in excess of customary commissions). The selling stockholder
and any broker or dealer that participates in the distribution of shares of our
common stock may be deemed to be underwriters and any commissions received by
them and any profit on the resale of shares of our common stock positioned by a
broker or dealer may be deemed to be underwriting discounts and commissions
under the Securities Act. In the event any selling stockholder engages an
underwriter in connection with the sale of the shares of our common stock, if
required, a prospectus supplement will be distributed, which will set forth the
number of shares of our common stock being offered and the terms of the
offering, including the names of the underwriters, any discounts, commissions
and other items constituting compensation to underwriters, dealers or agents,
the public offering price and any discounts, commissions or concessions allowed
or reallowed or paid by underwriters to dealers.

     In addition, the selling stockholders may from time to time sell shares of
our common stock in transactions under Rule 144 promulgated under the Securities
Act, may engage in short sales and other transactions in the common stock or
derivatives thereof, and may pledge, sell, deliver or otherwise transfer the
common stock offered under this prospectus in connection with such transactions.




                                       13
<PAGE>   18



     In accordance with the terms of the Private Placement Transactions, we will
pay all registration expenses in connection with the registration of the shares
of our common stock. We and the selling stockholders have agreed to indemnify
each other against certain civil liabilities, including certain liabilities
under the Securities Act.

                                     EXPERTS

     The consolidated financial statements and related consolidated financial
statement schedule of Stan Lee Media, Inc. and its consolidated subsidiaries
included in Stan Lee Media Inc.'s Annual Report on Form 10-KSB for the year
ended December 31, 1999, which is incorporated by reference in this prospectus
and elsewhere in the registration statement, have been audited by BDO Seidman,
LLP, as stated in their report and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

                                  LEGAL MATTERS

     Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for us by Brownstein Hyatt & Farber, P.C., Denver,
Colorado.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Web site at "http://www.sec.gov."

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we later file with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act:

     1.   Annual Report on Form 10-KSB for the fiscal year ended December 31,
          1999.

     2.   Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000.

     3.   Current Report on Form 8-K dated July 31, 2000.

     4.   The description of the Company's Common Stock which is contained in
          the Company's Registration Statement on Form 10-SB filed with the
          Securities and Exchange Commission on July 29, 1996, under Section 12
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), including any amendment or report filed for the purpose of
          updating such description.




                                       14
<PAGE>   19


     You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

         Stan Lee Media, Inc.
         15821 Ventura Boulevard, Suite 675
         Encino, CA  91436
         Attn:  Corporate Secretary
         (818) 461-4163

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The selling stockholders
will not make an offer of the shares of our common stock in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.



                                       15
<PAGE>   20



                           [STAN LEE MEDIA, INC. LOGO]


<PAGE>   21

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

             ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses (other than the Securities and Exchange Commission (the
"Commission") filing fee) are estimated.

<TABLE>
<S>                                                                <C>
Commission registration fee........................................$ 8,377.38
Printing and engraving expenses....................................  1,500.00
Accountants' fees and expenses.....................................  1,000.00
Attorneys' fees and expenses....................................... 30,000.00
Miscellaneous...................................................... 10,000.00

       Total.......................................................$50,877.38
</TABLE>


     Stan Lee Media, Inc. (the "Company") will pay all registration expenses in
connection with the registration of the shares of the Company's common stock.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company is a Colorado corporation. Section 7-108-402 of the Colorado
Business Corporation Act (the "CBCA"), as amended, allows a corporation to
eliminate or limit the personal liability of a director to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director; except that a corporation shall not eliminate or limit the liability
of a director to the corporation or to its shareholders for monetary damages for
any breach of the director's duty of loyalty to the corporation or to its
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
or any transaction from which the director directly or indirectly derived an
improper personal benefit. Sections 7-109-102 to 7-109-110, inclusive, of the
CBCA allows a corporation to indemnify its directors, officers, employees,
fiduciaries and agents against liability incurred in any proceeding to which
they are made parties by reason of being or having served in such capacities,
subject to specified conditions and exclusions; to pay for reasonable expenses
incurred by such persons in such proceedings; to mandate indemnification of
directors and officers who are successful on the merits; and to obtain
directors' and officers' liability insurance.

     The Company's Articles of Incorporation provide that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of a director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) for voting or assenting to a distribution in
violation of section 7-106-401 of the CBCA or the Articles of Incorporation,
subject to certain limitations and exceptions, or (iv) for any transaction from
which the director derives any improper personal benefit.

     The Company's Bylaws provide that the Company shall indemnify, with certain
exceptions, any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee, fiduciary or agent of
the Company (or another entity at the request of the Company), against
reasonably incurred expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement



                                      II-1
<PAGE>   22

reasonably incurred by him in connection with such action, suit or proceeding if
it is determined by disinterested directors that such person conducted himself
in good faith and that he reasonably believed (i) in the case of conduct in his
official capacity with the Company, that his conduct was in the Company's best
interest, or (ii) in all other cases (except criminal cases) that his conduct
was at least not opposed to the Company's best interest, or (iii) in the case of
any criminal proceeding, that he had no reasonable cause to believe his conduct
was unlawful. In addition, the Company's Articles of Incorporation provide that
the Company shall have the authority, to the maximum extent permitted by law, to
purchase and maintain insurance providing such indemnification.

     The Company has entered or intends to enter into agreements to indemnify
its directors and executive officers, in addition to indemnification provided
for in the Company's Bylaws. These agreements, among other things, will provide
for indemnification of the Company's directors and executive officers for
expenses, judgments, fines and settlement amounts incurred by any such person in
any action or proceeding arising out of the person's services as a director or
executive officer or at the Company's request. The Company believes that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.


                                      II-2
<PAGE>   23

ITEM 16.  LIST OF EXHIBITS.

   EXHIBIT
   NUMBER     DESCRIPTION
   -------    -----------
     4.1      Articles of Incorporation of the Company (Exhibit 3.1 (1)).
     4.2      Amendment to the Articles of Incorporation of the Company dated
              August 12, 1999 (Exhibit 3.2 (1)).
     4.3      Amendment to the Articles of Incorporation of the Company dated
              November 5, 1999 (Exhibit 3.3 (1))
     4.4      By-Laws of the Company (Exhibit 3.4 (1)).
     5.1*     Opinion of Brownstein Hyatt & Farber, P.C.
    23.1*     Consent of Brownstein Hyatt & Farber, P.C. (included in Exhibit
              5.1).
    23.2*     Consent of BDO Seidman LLP.
    24.1      Power of Attorney (included on the signature pages hereto).

------------

(1) Incorporated by reference to the designated exhibit to the Company's
    Annual Report on Form 10-KSB for the year ended December 31, 1999.

-------------
*  Filed herewith.

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

          provided, however, that paragraphs (i) and (ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Company pursuant to Section 13 or
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in the registration statement.


                                      II-3
<PAGE>   24

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered thereby, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                       II-4
<PAGE>   25



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Encino, State of California, on July 31, 2000.

                                   STAN LEE MEDIA, INC.


                                    By /s/ KENNETH WILLIAMS
                                       ----------------------------------------
                                         Name:  Kenneth Williams
                                         Title: President and Chief Executive
                                                Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth Williams and Rick C. Madden, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

<TABLE>
<CAPTION>

     SIGNATURE                                   TITLE                            DATE
     ---------                                   -----                            ----
<S>                                  <C>                                       <C>

/s/ KENNETH WILLIAMS                 President and Chief Executive Officer     July 31, 2000
-----------------------------        (Principal executive officer)
Kenneth Williams

/s/ ROBERT M. SCHULTZ                Vice President-Finance                    July 31, 2000
-----------------------------        (Principal Financial and
Robert M. Schultz                    Accounting Officer)

/s/ STAN LEE                         Chairman, Chief Creative Officer          July 31, 2000
-----------------------------        and Director
Stan Lee

/s/ NELSON S. THALL                  Director                                  July 31, 2000
-----------------------------
Nelson S. Thall
</TABLE>



                                       II-5
<PAGE>   26


<TABLE>
<CAPTION>

     SIGNATURE                                   TITLE                            DATE
     ---------                                   -----                            ----
<S>                                  <C>                                       <C>

-----------------------------        Director                                  July __, 2000
Robert K. Burgess

/s/ ARTHUR E. SCHRAMM, JR.           Director                                  July 31, 2000
-----------------------------
Arthur E. Schramm, Jr.

-----------------------------        Director                                  July __, 2000
Lars F. Hellmont
</TABLE>



                                       II-6
<PAGE>   27


                                  EXHIBIT INDEX


EXHIBIT NUMBER    DESCRIPTION
--------------    -----------

    5.1           Opinion of Brownstein, Hyatt & Farber, P.C.
   23.1           Consent of BDO Seidman LLP.
   23.2           Consent of Brownstein, Hyatt & Farber, P.C. (included in
                    Exhibit 5.1 hereto).
   24.1           Power of Attorney (included on the signature pages hereto).





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission