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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Stan Lee Media, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
85285P101
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(CUSIP Number)
Peter Bierstedt, Esq.
2039 N. Gramercy Place
Hollywood, California 90068
(323) 465-4633
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 7, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1) Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
LEE FAMILY 1985 TRUST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds*
PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power
Shares 0
Beneficially ---------------------------------------------------
Owned by 8) Shared Voting Power
Each 3,345,000
Reporting ---------------------------------------------------
Person 9) Sole Dispositive Power
Reporting 0
With ---------------------------------------------------
10) Shared Dispositive Power
3,345,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,000
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
28.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Person*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
STAN LEE
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds*
PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power
Shares 0
Beneficially ---------------------------------------------------
Owned by 8) Shared Voting Power
Each 3,345,000
Reporting ---------------------------------------------------
Reporting 9) Sole Dispositive Power
Person 0
With ---------------------------------------------------
10) Shared Dispositive Power
3,345,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,000
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
28.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
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ITEM 1. SECURITY AND ISSUER.
The Schedule 13D filed with the Securities and Exchange
Commission (the "SEC") on behalf of Lee Family 1985 Trust and Stan Lee on August
3, 1999, relates to shares of Common Stock, no par value per share (the "Common
Stock"), of Stan Lee Media, Inc., a Colorado corporation (the "Issuer"), whose
principal executive office and mailing address is 15821 Ventura Boulevard, Suite
675, Encino, California, 91436, is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
This amendment to Schedule 13D is filed by and on behalf of the
Lee Family 1985 Trust ("Trust") and Stan Lee ("Lee"). Trust and Lee sometimes
hereinafter are referred to, collectively, as the "Reporting Persons". Lee is
the trustee of Trust, and with his spouse, owns or controls 100% of its
beneficial interests. By virtue of his position with and ownership interest in
the Trust, Lee may be deemed to have shared voting and dispositive power with
Trust. As described more fully in Item 4 below, the Reporting Persons are filing
this Schedule 13D pursuant to Rule 13d-1(a) because the Trust had acquired
3,600,000 of the issued and outstanding shares of the Issuer from the Issuer in
connection with that certain Reorganization and Stock Purchase Agreement dated
as of June 25, 1999 (collectively, the "reorganization transaction"), and has
subsequently transferred 255,000 of said issued and outstanding shares of Common
Stock of the Issuer.
Although there is no formal agreement, written or oral, regarding
the acquisition, disposition or voting of the securities of the Issuer as
between the Reporting Persons, the Reporting Persons expect that they will be
consulting with each other, and that Lee, as trustee of the Trust, in addition
to being a director of the Issuer, may, for some purposes, be deemed to be
members of a group with respect to the Issuer.
During the last five years, Mr. Lee has neither been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, the result of which was to subject him to a judgment,
decree or final order enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This amendment to Schedule 13D is filed to report the acquisition
of an aggregate of 3,600,000 shares of Common Stock of the Issuer by Lee, as
trustee of the Trust, from the Issuer, and subsequent disposition of an
aggregate of 255,000 shares of Common Stock of the Issuer as more particularly
described in Item 4, thereby resulting in an aggregate of 3,345,000 shares of
Common Stock of the Issuer presently owned by the Reporting Persons. Pursuant to
the reorganization transaction, all of the issued and outstanding common stock
of Stan Lee Media, Inc., a Delaware corporation, was exchanged for 8,500,000
shares of the Issuer,
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including the shares owned by the Reporting Persons. The source of the funds for
the investment in securities is personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The primary purpose of the investment in securities of the Issuer
is for investment. The Reporting Persons may acquire additional shares of Common
Stock for investment purposes from time to time, although neither has any
specific present plans to do so.
In addition to the investment purposes, the Reporting Persons
also plan to exercise direction and control over the Issuer. Coincident with the
closing of the reorganization transaction as described above, a change in the
board of directors and management of the Issuer occurred. The authorized number
of directors was increased to five, and Mr. Stan Lee, Devendra Mishra, Andrea L.
Paul and Gill Champion were appointed directors of the Issuer, with one vacancy
on the board of directors. In addition to acting as directors, Mr. Lee is the
newly appointed Chairman of the Board of Directors of the Issuer, Mr. Mishra is
the newly appointed President of the Issuer, Ms. Paul is the newly appointed
Secretary of the Issuer, and Mr. Champion is the newly appointed Vice President
of the Issuer. Mr. Stephen M. Gordon is the newly appointed Treasurer of the
Issuer.
Other than as set forth in this statement, the Reporting Persons
do not have any present plans or proposals that relate to or would result in any
of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, or
any agreement regarding such matters, although they may in the future take
actions which would have such consequences. Reporting Persons' plans are
consistent with those of Mr. Lee.
Item 4 of the Schedule 13D is hereby amended to include the
following information:
(i) Effective December 7, 1999, an aggregate of 255,000 shares of
Common Stock of the Issuer were transferred to nine individuals as gifts
by the Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) According to information furnished to the Reporting
Persons by the Issuer, there were 11,833,029 shares of Common Stock issued and
outstanding as of February 7, 2000, and 714,286 shares of Series A Preferred
Stock issued and outstanding as of February 7, 2000. Based on such information,
the Trust reports direct holdings of 3,345,000 shares of Common Stock, amounting
to approximately 28.3% of the outstanding and issued shares of Common Stock. Mr.
Lee, with his spouse, owns a 100% beneficial interest in the Trust. Mr. Lee may
be deemed to have shared voting and investment power with respect to all such
shares owned by the Trust.
(c), (d) and (e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No Reporting Person is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Undertaking.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
February 14, 2000.
LEE FAMILY 1985 TRUST STAN LEE
By: /s/ STAN LEE /s/ STAN LEE
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STAN LEE, Trustee
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EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to the Schedule 13D to evidence the agreement of
the below-named parties, in accordance with the rules promulgated pursuant to
the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: February 14, 2000.
LEE FAMILY 1985 TRUST STAN LEE
By: /s/ STAN LEE /s/ STAN LEE
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STAN LEE, Trustee
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