SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/D
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
MAR VENTURES INC.
(Name of Small Business Issuer in its charter)
Delaware 95-4580642
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
16661 Ventura Boulevard, Suite 214, Encino, California 91436
(Address of principal executive offices) (Zip Code)
(818) 784-0040
(Issuer's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
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Part I, Items 1 and 4 are hereby amended
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PART I
Item 1. Description of Business
The Divestiture
Background
Mar Ventures Inc., a Delaware corporation ("Mar Ventures") was
incorporated under the laws of the State of Delaware on March 27, 1996 as a
wholly owned subsidiary of Bexy Communications, Inc., a Delaware corporation
("Bexy"). On April 16, 1996 Bexy contributed all of Bexy's operating assets to
Mar Ventures pursuant to an Asset Transfer Assignment and Assumption Agreement
("Assignment Agreement"), (including the assets and liabilities associated
with the health information activities of Bexy) in exchange for 452,000 shares
of Mar Ventures Common Stock (the "Mar Ventures Stock") (representing 100
percent of the issued and outstanding shares of Mar Ventures Stock). These
assets include: furniture and fixtures of $1,222, accounts receivable of
$43,920, program inventory of $54,566, cash of $2,500 and other assets of
$6,722, or a total of approximately $108,920. Liabilities of $84,144 were
assumed by Mar Ventures in connection with the Assignment Agreement. The
Assignment Agreement provides for Mar Ventures to indemnify Bexy for any
liabilities relating to the assets transferred by Bexy to Mar Ventures or the
conduct of the business of Bexy prior to the Closing Date.
At a Special Meeting held on July 2, 1996, the stockholders of Bexy
approved a Plan of Reorganization (the "Reorganization") as set forth in a
certain Agreement and Plan of Reorganization dated as of April 16, 1996 (the
"Reorganization Agreement") among Cheniere, the Cheniere Stockholders, Bexy and
Buddy Young, the President and CEO and principal stockholder of Bexy and the
sole officer and director of Mar Ventures ("Young"). Pursuant to the
Reorganization, and following all regulatory approval, the outstanding capital
stock of Mar Ventures (the "Mar Ventures Stock") will be distributed to the
stockholders of record of Bexy as of July 2, 1996 (the "Record Date") (the
"Divestiture"). In consideration for the exchange of all of the issued and
outstanding shares of common stock of Cheniere (the "Cheniere Shares"), Bexy
issued to the Cheniere Stockholders shares of Common Stock of Bexy equal to
approximately 93% (the "Exchange"), causing the former Bexy stockholders'
interest in Bexy to be diluted to approximately 7%. As a result, Cheniere became
a wholly-owned subsidiary of Bexy and the principal business of Bexy became the
oil and gas exploration and exploi-
tation business conducted by Cheniere, and Mar Ventures will continue television
programming library business historically carried on by Bexy.
A principal purpose of the Divestiture is to position the
separate entities so that they will be able to pursue the strategies best suited
to their individual markets, goals and needs. In addition, Mar Ventures will
become an independent, publicly-traded company by means of the Divestiture, and
the effectuation of the Divestiture will enable it to raise capital on its own.
The Divestiture is intended to place the Mar Ventures in a position to seek
additional capital for its activities independently.
Manner of Divestiture
Bexy will distribute to its stockholders of record as of the
Record Date (the "Divestiture Record Date"), one (1) share of Mar Ventures Stock
for each four (4) shares of Common Stock held at the Record Date
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(pre-reverse split). The Divestiture will be deemed to be effective as of
July 3, 1996, the Closing Date of the Reorganization.
To effect the Divestiture, Bexy will transfer to U.S. Stock
Transfer Corporation (the "Divestiture Agent") for distribution to holders of
record of shares of Common Stock on the Record Date, in proportion to their
ownership of shares of Common Stock on the Record Date. No certificates or scrip
representing fractional shares of Mar Ventures Stock will be issued to such
stockholders of Bexy. In lieu of receiving fractional shares, each holder of
Shares of Common Stock who would otherwise be entitled to receive a fractional
share of Mar Ventures Stock will receive one whole share if the fraction is
equal to or greater than one-half, otherwise the fractional shares shall be
canceled. Any shares of Mar Ventures Stock held by Bexy which are not
distributed shall be canceled.
No holder of shares of Bexy Common Stock receiving shares of
Mar Ventures Stock will be required to pay any cash or consideration for the
shares of Mar Ventures Stock that he will receive in the Divestiture or to
surrender or exchange Bexy Shares in order to receive shares of Mar Ventures
Stock. The Divestiture will not affect the number of outstanding Bexy Shares.
Listing and Trading of Mar Ventures Stock
There currently is no public market for Mar Ventures Stock.
A "when-issued" trading market may develop prior to the Divestiture Date
and
continue until the certificates have been mailed by the Divestiture Agent. The
term "when-issued" means that shares can be traded prior to the time
certificates actually are available or issued. Prices at which Mar Ventures
Stock may
trade cannot be predicted. Until Mar Ventures Stock is fully distributed
and an
orderly market develops, the prices at which such stock trades may fluctuate
significantly. The prices at which Mar Ventures Stock trades will be
determined by
the marketplace and may be influenced by a number of factors, including, among
others, the depth and liquidity of the market for Mar Ventures Stock, investor
perceptions of Mar Ventures, Mar Ventures's dividend policy and general
economic and
market conditions.
This Registration Statement will become effective by operation
of law 60 days after the filing thereof, unless accelerated. After such
effectiveness, Mar Ventures will be required to file annual, quarterly and other
reports under the Exchange Act and comply with the SEC's proxy rules thereunder.
Assuming it can fulfill and complete any prerequisites, Mar Ventures intends to
apply to the NASD to have its stock listed on the Electronic Bulletin Board
under the symbol "MARV". However, Mar Ventures Common Stock is not currently
eligible for inclusion on the Electronic Bulletin Board, and no assurance can be
given that Mar Ventures Stock will ever meet the requirements for inclusion on
the Electronic Bulletin Board.
Based on the stockholders of record of Bexy as of the
Divestiture Record Date, Mar Ventures initially will have approximately 936
holders of record of its Common Stock.
Shares of Mar Ventures Stock distributed to the stockholders
of Bexy in the Divestiture, generally, will be freely transferable, except for
shares received by persons who may be deemed to be "affiliates" of Mar Ventures
under the Securities Act. Persons who may be deemed to be affiliates of Mar
Ventures after the Divestiture generally include individuals or entities that
control, are
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controlled by, or are under common control with, Mar Ventures and may include
certain officers and directors of Mar Ventures as well as principal stockholders
of Mar Ventures. Persons who are affiliates of Mar Ventures will be permitted to
sell their shares of Mar Ventures Stock only pursuant to an effective
registration statement under the Securities Act or an exemption from
registration thereunder, such as the exemption afforded by Section 4(1) of the
Securities Act and Rule 144 thereunder.
Divestiture Costs
Mar Ventures estimates that the printing, legal, accounting,
Divestiture Agent and other fees and expenses incurred in connection with the
Divestiture will be approximately $20,000. Such fees and expenses are being paid
by Mar Ventures.
Current Activities
The current core business of Mar Ventures, which is a
continuation of the business of Bexy, is the production of traditional
television programming. In 1993, Bexy's management determined to enter the
business of creating, publishing and distributing health-themed information for
the general public through print and electronic media. However, to date, no
significant revenues have been generated by this business.
Television Programming
The television programming currently being marketed include:
(1) "FEELIN' GREAT," a weekly half hour television series
hosted by former "Dynasty" star John James. This twenty six episode magazine
style series helps viewers make personal lifestyle choices with timely
up-to-date information.
(2) "HEARTSTOPPERS -- HORROR AT THE MOVIES," a two hour made
for television tribute to the horror film genre hosted by George Hamilton.
"Heartstoppers" was produced in 1993 and showcases the best horror films from
Hollywood and around the world, from the early days of motion pictures to the
special effects of today's graphic and thrilling horror motion pictures.
"Heartstoppers" is currently being distributed in the United States by MG Perin,
Inc. and internationally by International Entertainment Incorporated ("IEI"). It
is a seasonal program aimed at the October/Halloween season, and marketing
efforts for "Heartstoppers" focus primarily on Japan, Australia, parts of Europe
and Latin America. "Heartstoppers" aired in the United States and several
foreign countries in October 1993, and was recently licensed to the Sci-Fi cable
network.
(3) "IT'S A WONDERFUL LIFE -- A PERSONAL REMEMBRANCE," a
tribute by Frank Capra Jr. to his father. Mr. Capra's tribute is in color and is
approximately 15 minutes in length. The black-and-white version of "It's A
Wonderful Life" follows the tribute. In 1992 the program was licensed for a
period of ten years to The Walt Disney Company's Disney Channel. The program is
now being distributed throughout the world by IEI. IEI has licensed the program
in approximately 17 countries, including Mexico, Spain, Sweden, England, Germany
and Greece. Again, the film and tribute are also seasonal programming and are
marketed accordingly. Bexy recently licensed the home video rights for "It's A
Wonderful Life -- A Personal Remembrance" to Republic Pictures.
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(4) "CHRISTMAS AT THE MOVIES," a one hour special/tribute to
class Christmas films co-owned and co-produced by Bexy in 1990 hosted by Gene
Kelly. All American Communications, Inc. ("AAC") is the co-producer and
distributor for this program. This special incorporates clips from such classic
Christmas motion pictures such as "It's A Wonderful Life," "Santa Claus, The
Movie," "When Harry Met Sally," "The Bells of Saint Mary's," "Meet John Doe,"
and "A Christmas Carol," to name but a few. As with Heartstoppers and It's A
Wonderful Life, this special is focused upon a particular season of the year and
is marketed accordingly. In addition to distributing the special in the United
States, AAC has also licensed the special in 18 foreign countries, including
Canada, the United Kingdom, New Zealand and the Philippines, as well as parts of
Europe and South East Asia.
(5) "VICTIMS," a half hour television pilot for a first run
strip series. The pilot show re-creates survivors' personal accounts of tragic,
catastrophic and unexpected events that emotionally or physically altered their
lives. Such events include being the victim or target of the "system," a
criminal "scam," a natural disaster, a crime or some other life changing event.
Bexy co-financed the pilot with First Media Entertainment, Inc. ("FME"). As a
result of its investment in the pilot, Bexy acquired a one-half interest in the
program, and the distribution rights to "Victims." Bexy has been unsuccessful in
its efforts to license the program.
Although Mar Ventures will continues to market the film
library acquired from Bexy, management does not anticipate generating
significant revenues as a result of this activity.
In August 1994, Bexy and Hammond Productions ("Hammond")
entered into an agreement for the purchase by Bexy from Hammond of all rights
and title to "Feelin' Great." Under the terms of the agreement, Bexy acquired
the twenty six half-hour episodes produced in 1994. The "Feelin' Great"
television series was licensed to cable television in Canada and started airing
in January 1995 on the Life Network, a new Canadian cable network.
In August 1995, Bexy and Hammond amended the agreement to
reassign the series to Hammond in consideration for the cancellation of amounts
owed to Hammond by Bexy for the purchase of the series. Under the terms of the
amendment, Bexy will continue to distribute the series throughout the world.
During 1995, Bexy reduced the carrying value of its program
library by $235,500 in order to reflect a lower of cost or market valuation on
certain program inventory. In addition, Bexy wrote off its $10,000 investment in
the "Victims" television series.
Bexy's current activity in the domestic and international
television market place is the continued exploitation of its non-health related
programming and the marketing of the 26-episode television series entitled
"Feelin' Great."
Mar Ventures intends to continue the above activities of Bexy
to seek additional opportunities in the film industry, and to expand its film
library.
The Health Information Market
The health media marketplace is divided into three main
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segments:
(1) "Wellness," which relates to everyone who is and seeks to
remain in good health;
(2) "Acute care," which includes people with a short-term
illness possibly requiring a short hospital stay; and
(3) "Chronically ill," which are people suffering from a
disease from which there is no recovery.
The largest part of the health information market is the
"wellness" market. Mar Ventures plans to initially develop and market products
to this segment of the market. In the future, as Mar Ventures gains recognition
in the health information market, it plans to expand its efforts to include the
marketing of products to other market segments.
Competition
In the development and marketing of its diversified health
media services Mar Ventures expects to compete with larger and better financed
companies seeking to enter an emerging industry. Companies such as Krames
Publishing, Hope Publishing, Crisp Publications and Great Performance, produce,
publish and distribute health-themed videos, newsletters, magazines, books,
CD-ROMs and other related products. Universities and hospitals, such as the
Harvard Medical School, Cornell University, the Mayo Clinic and John Hopkins
Hospital, have also established themselves as providers of health-themed
information to the general public. Mar Ventures anticipates being able to
compete in the health information market by delivering products that are
entertaining as well as informative and by marketing these products to the
general public in an innovative manner.
Competition in the financing, development, production and
distribution of television programming is highly intense. Mar Ventures's
programming competes with other first-run programming, network re-runs and
programs produced by local television stations. In addition, Mar Ventures
competes for the creative services of producers, technical personnel, writers
and performing artists. In both areas of competition, Mar Ventures competes with
companies that have been acquiring, developing, producing and distributing
programs for many years, many of which have greater financial resources than
those of Mar Ventures. These competitors include large television and film
studios such as Paramount, MCA, and 20th Century Fox, as well as other
television distribution companies such as Republic Pictures and King World
Entertainment.
Mar Ventures's success is highly dependent on various
unpredictable factors such as the viewing preferences of television audiences.
Mar Ventures's programming competes not only with other television programming,
including satellite and cable programming, but also with movie theaters,
pre-recorded videocassette rentals, live performances and other forms of
entertainment and leisure time activities.
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Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning
the beneficial ownership of Mar Ventures's outstanding Common Stock as of July
2, 1996, by each person known by Mar Ventures to own beneficially more than 5%
of the outstanding Common Stock, by each of Mar Ventures's directors and by all
directors and officers of Mar Ventures as a group. The table assumes the
completion of the Divestiture and is based upon a distribution of 450,715 shares
in the Divestiture. The actual number of shares of Mar Ventures Stock
distributed could be greater due to rounding of fractional shares. Unless
otherwise indicated below, to the knowledge of Mar Ventures, all persons listed
below have sole voting and investment power with respect to their shares of
Common Stock except to the extent that authority is shared by spouses under
applicable law.
Percentage of
Name and Address Number of Shares Class
Buddy Young and
Rebecca Young as Trustees
of the Young Family Trust
16830 Ventura Blvd.,
Suite 206, Encino,
California 91436 258,334(1) 57.3%
All Officers and Directors
as a Group (1 person) 258,334 57.3%
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*Less than 1%
(1) Does not include an aggregate of 20,833 additional shares which are
held by the son and daughter of Young and their spouses for themselves
and as custodians for their children. Young disclaims any beneficial
ownership in such shares.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration Statement to be
signed on its behalf by the undersigned duly authorized.
Date: August 28, 1996 MAR VENTURES INC.
By:/s/Buddy Young
Buddy Young
President
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