SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NEW VISUAL ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
649099108
(CUSIP Number)
Raymond Franklin Willenberg, Jr.
5920 Friars Road, Suite 104
San Diego, California 92108
(619) 692-0333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1999
(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. [ ]
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, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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CUSIP NO. 649099108 Page 2
(1) Name of Reporting Person Raymond Franklin Willenberg, Jr.
S.S. No. of Above Person ###-##-####
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds* OO
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship U.S.A.
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Number of Shares
Beneficially
owned by each
reporting person
with: (7) Sole Voting Power 16,143,119
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(8) Shared Voting Power 0
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(9) Sole Dispositive Power 6,143,119
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned 16,143,119
by Each Reporting Person
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by 17.7%
Amount in Row (11)
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(14) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
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CUSIP NO. 649099108 Page 3
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
Item 1. Security and Issuer.
This Statement ("Statement") is filed by Raymond Franklin
Willenberg, Jr. (the "Reporting Person") relating to shares of
Common Stock, $.001 par value per share (the "Common Stock"), of
New Visual Entertainment, Inc. (the "Issuer" or the "Company").
The Issuer has its principal executive offices located at 5920
Friars Road, Suite 104, San Diego, California 92108.
Item 2. Identity and Background.
(a) - (b) This Statement is filed by Ray
Willenberg, Jr., an individual resident of the
State of California, as the Reporting Person. The
business address and principal office address of
the Reporting Person is 5920 Friars Road, Suite
104, San Diego, California 92108.
(c) The Reporting Person is the President
and a Director of the Issuer.
(d) - (e) During the last five (5) years, the
Reporting Person has not been convicted in any
criminal proceeding (excluding traffic violations
or similar misdemeanors) nor was the Reporting
Person a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
such that, as a result of such proceeding, the
Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Reporting Person is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
STOCK AWARD. On November 30, 1999, the Board of Directors
of the Company issued 2,250,000 shares of its Common Stock to the
Reporting Person as compensation in consideration of the
Reporting Person's services as the President and a Director of
the Company.
STOCK OPTION. On February 11, 2000, the Board of Directors
of the Company granted to the Reporting Person options (the
"Options") to acquire 3,000,000 shares of its Common Stock. The
exercise price for the Options is $1.00 per share. The Options
vest in four equal annual installments of 750,000 shares
commencing February 11, 2000 and expire February 11, 2010. The
Reporting
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CUSIP NO. 649099108 Page 4
Person anticipates that if he exercises the Options as described
herein, he will use personal funds to satisfy the exercise price.
ESCROW TRANSACTION. Pursuant to a proxy granted by Mr.
Allen Blevins and Mr. Michael Shepperd, the owners of record of
10,000,000 shares of Common Stock held in escrow pursuant to the
Stock Escrow Agreement (the "Escrow Agreement") dated
February 14, 2000 by and between the Company, Mr. Allen Blevins,
Mr. Michael Shepperd and Olde Monmouth Stock Transfer as Escrow
Agent, the Reporting Person has the right to vote 10,000,000
shares of Common Stock held in such escrow until release of such
shares to Mr. Allen Blevins and Mr. Michael Shepperd in
accordance with the terms of the Escrow Agreement. The Escrow
Agreement is attached as Exhibit 1 hereto.
Item 4. Purpose of Transaction.
The Reporting Person's present intent is to hold the Common
Stock owned by him for investment purposes only. Additionally,
the Reporting Person presently anticipates that any shares of
Common Stock to be acquired by him upon exercise of stock options
shall be acquired for investment purposes only. Whether the
Reporting Person purchases any additional shares of Common Stock
or exercises his option to acquire shares of Common Stock, and
the amount, method and timing of any such purchase or exercise,
will depend upon the Reporting Person's continuing assessment of
pertinent factors, including, among other things, the
availability of such shares for purchase or acquisition at
acceptable price levels and/or upon acceptable terms; the
business and prospects of the Reporting Person and the Issuer and
other business and investment opportunities available to the
Reporting Person; economic conditions; money market and stock
market conditions; the attitude and actions of other stockholders
of the Issuer; the availability and nature of opportunities to
dispose of Common Stock; the availability of funds or financing
for additional purchases; regulatory and other legal
considerations; and other plans and requirements of the Reporting
Person. Depending upon his assessment of these factors from time
to time, the Reporting Person may elect to acquire additional
shares of Common Stock (by means of privately negotiated
purchases of shares, market purchases, option exercises or
otherwise) or to dispose of some or all of the Common Stock
beneficially owned by him. However, neither the timing nor the
circumstances of future acquisitions or dispositions has been
determined at the date hereof. The Reporting Person intends to
exercise his rights as a shareholder to vote for or against any
matter in accordance with his best interests.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock that may
be deemed to be beneficially owned by the Reporting Person as of
the date of filing this Statement is 16,143,119 shares,
constituting approximately 17.7% of the outstanding Common Stock
of the Issuer. This includes (i) 750,00 shares Common Stock that
the Reporting Person has the right to acquire within sixty days
pursuant to the exercise of the Options described in Item 3 above
and (ii) 10,000,000
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CUSIP NO. 649099108 Page 5
shares of Common Stock that the Reporting Person has the right to
vote pursuant to the Escrow Agreement described in Item 3 above.
(b) The aggregate number of shares of Common Stock over
which the Reporting Person has sole voting power is 16,143,119
shares. This includes 10,000,000 shares of Common Stock that the
Reporting Person has the power to vote pursuant to the Escrow
Agreement described in Item 3 above.
The aggregate number of shares of Common Stock over
which the Reporting Person has the sole dispositive power is
6,143,119 shares. This includes 750,000 shares of Common Stock
that the Reporting Person has the right to acquire within sixty
days pursuant to the exercise of the Options described in Item 3
above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, or Understandings with Respect
to Securities of the Issuer.
Pursuant to the Escrow Agreement which is attached as
Exhibit 1 hereto, the Reporting Person has the right to vote the
10,000,000 shares of Common Stock owned of record by Mr. Allen
Blevins and Mr. Michael Shepperd held in such escrow until
release of such shares as provided in the Escrow Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit Title
------- -----
1 Stock Escrow Agreement dated February 14,
2000 by and between New Visual Entertainment,
Inc., Allen Blevins, Michael Shepperd and Olde
Monmouth Stock Transfer.
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CUSIP NO. 649099108 Page 6
SIGNATURE
After reasonable inquiry, and to the best of my knowledge
and belief, I certify that the information set forth in this
Statement is true, complete and correct.
Date: April 19, 2000
By: /s/ RAYMOND FRANKLIN WILLENBERG, JR.
----------------------------------
Raymond Franklin Willenberg, Jr.
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S. C. 1001).
Exhibit 1
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STOCK ESCROW AGREEMENT
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THIS STOCK ESCROW AGREEMENT (the "Agreement") is entered into
effective the 14th day of February, 2000 (the "Effective Date"),
by and between NEW VISUAL ENTERTAINMENT, INC., a Utah corporation
("Parent"), Allen Blevins ("Blevins") and Michael Shepperd
("Shepperd") (collectively the "Shareholders" and individually a
"Shareholder") and Olde Monmouth Stock Transfer ("Escrow Agent"),
all of which may collectively be referred to herein as the
"Parties" or singularly as a "Party."
RECITALS
A. Pursuant to the terms of that certain Agreement and Plan of
Merger (the "Merger Agreement") entered into by and among Parent,
Astounding Acquisition Corporation, New Wheel Technologies, Inc.,
Blevins and Shepperd dated February 14, 2000, Parent has agreed
to transfer and assign to New Wheel, in partial consideration for
the merger (as defined in the Merger Agreement) to Parent, an
aggregate of 10,000,000 fully paid and non-assessable restricted
shares of common stock of the Parent (the "Shares").
B. Parent and the Shareholders have agreed, as set forth in
Section 2.4(b)(2) of the Merger Agreement, that said Shares shall
be held in escrow by the Escrow Agent pursuant to the terms and
conditions of this Agreement and until the occurrence of one of
the two events set forth below which triggers the termination of
this Agreement and delivery of the Shares by the Escrow Agent to
either the Parent or the Shareholders.
C. Parent and the Shareholders desire to establish an escrow
account into which the Shares shall be held by Escrow Agent
pending the completion of the Escrow Period (as defined below).
Olde Monmouth Stock Transfer, Atlantic Highlands, New Jersey,
agrees to serve as Escrow Agent in accordance with the terms and
conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:
1. Parent and the Shareholders hereby appoint Olde Monmouth
Stock Transfer as Escrow Agent. Escrow Agent shall establish an
escrow account (the "Escrow Account") on its books and records
styled "Olde Monmouth Stock B Transfer Escrow Agent for New
Visual Entertainment, Inc., Allan Blevins and Michael Shepperd."
Commencing upon the Effective Date of this Agreement, Escrow
Agent shall act as Escrow Agent and hereby agrees to receive and
disburse the Shares in accordance
<PAGE>
with the terms and conditions of this Agreement.
2. This Agreement shall terminate upon the earlier to occur of
the following events (the "Escrow Period"):
(a) The occurrence of the Milestone Date (as defined in
Section 2.4(b) of the Merger Agreement);
(b) The occurrence of the Budget Default Date (as defined
in Section 2.4(b) of the Merger Agreement); or
(c) September 14, 2000.
The occurrence of either of these events shall constitute
the termination date ("Termination Date") of this Agreement.
3. Parent and the Shareholders hereby agree that the following
terms and conditions shall apply with respect to the events
constituting the Termination Date:
(a) With respect to the events described in Paragraph
2.(a) and 2.(b) of this Agreement, Escrow Agent shall
release the Shares to the Shareholders upon receipt by
it of a written notification jointly signed by Parent
and the Shareholders confirming that either the
Milestone Date or the Budget Date defined in the Merger
Agreement has occurred. Upon delivery of the Shares to
the Shareholders this Agreement shall terminate and
Escrow Agent shall have no further obligations or duties
with respect to the Agreement.
(b) With respect to the event described in Paragraph 2.(c)
of this Agreement, if the Escrow Agent does not receive
the joint notification from Parent and the Shareholders
as set forth in Paragraph 3(a) above by September 14,
2000, Escrow Agent shall deliver the Shares to Parent.
Upon delivery of the Shares to Parent, this Agreement
shall terminate and Escrow Agent shall have no further
obligations or duties with respect to the Agreement.
4. During the term of this Agreement, Parent and agree that the
Shares to be delivered to Escrow Agent on the Effective Date of
the Agreement shall be increased or decreased as required to make
adjustments in the number of Shares to be issued to the
Shareholders as a result of any stock dividends, stock splits,
share combinations, exchanges for other shares of the Parent,
recapitalizations or similar events necessitating a proportionate
increase or reduction in the number of Shares to be issued to the
Shareholders so as to offset any effect of any of the foregoing
events which causes a change in the Parent's capitalization. If
any event occurs which necessitates an increase or reduction in
the number of Shares to be held by Escrow Agent under the terms
of this Agreement, Parent and the Shareholders hereby agree to
provide Escrow Agent with a written notification jointly signed
by each requesting that the certificates representing the Shares
be cancelled and re-issued in the amounts set forth in said
notification.
5. On or prior to the Effective Date of this Agreement, Parent
shall deliver to Escrow Agent certificates evidencing the number
of Shares to be owned the Shareholders for safekeeping pursuant
to the terms hereof, and the Escrow Agent shall furnish Parent
and the Shareholders with a safekeeping
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receipt or other similar instrument reflecting the name and
address of the holder of said Shares, the number of Shares
deposited and the stock certificate numbers of the Shares.
6. Parent and the Shareholders agree that while the Shares are
held by Escrow Agent pending the occurrence of one of the two
events constituting Termination Date, said Shares shall be
reported to the Securities and Exchange Commission as Shares
owned beneficially and of record by Blevins and Shepperd on forms
necessary and appropriate to report said holdings. With respect
to the voting of the Shares, each of Blevins and Shepperd hereby
appoints Ray Willenberg as his true and lawful attorney and
proxy, with full power of substitution, to represent him and to
vote all of the Shares he is entitled to vote at any annual or
special meeting of the Shareholders of Parent on or prior to the
Termination Date, and at any adjournments thereof. Mr.
Willenberg shall report his power to vote the Shares to the
Securities and Exchange Commission in whatever forms are
necessary and appropriate to report his power to vote the Shares.
7. Parent and the Shareholders agree that the terms and
conditions of this Agreement shall be binding on their respective
heirs, assigns, personal representatives and successors-in-
interest, and notwithstanding anything in this Agreement to the
contrary, no heir, assign, personal representative or successor-
in-interest of any of the Parties is authorized to seek transfer
of the Shares during the term of this Agreement, unless upon
written agreement and notification to Escrow Agent signed by
Parent and the Shareholders, or their respective heirs, assigns,
personal representatives and successors-in-interest.
8. If, during the term of this Agreement, there is any merger,
consolidation, reorganization or similar exchange of shares by
the Parent, the Escrow Agent shall surrender the Shares held in
Escrow in exchange for stock certificates evidencing the issuance
of new Shares to the Shareholders as a result of such event. The
new Shares shall be accorded the same treatment under this
Agreement as the Shares surrendered.
9. During the term of this Agreement, the Parent shall
distribute any cash dividends to be paid on the Shares to Escrow
Agent, who shall retain said dividends until the Termination
Date, at which time it shall deliver the dividends to the Party
to whom the Shares are delivered.
10. During the term of this Agreement, the Parent and the
Shareholders agree that the Shares subject to the Agreement may
not in any way be offered for sale, sold, pledged, hypothecated,
transferred, assigned or in any manner disposed of by or for the
account of any of the Parties without the prior written agreement
of all of the Parties (excluding the Escrow Agent).
11. Parent hereby agrees to pay any and all expenses incurred
as a result of the escrow of the Shares pursuant to this
Agreement. Escrow Agent agrees to administer this Agreement in
strict compliance with all of the terms, conditions and
instructions contained herein. Parent and the Shareholders agree
to provide the Escrow Agent with all information necessary to
facilitate the administration of the Agreement.
12. Escrow Agent reserves the right to resign hereunder, upon
twenty (20) days prior written notice to the other Parties. In
the event of said resignation, Parent and the Shareholders shall,
by written notice to Escrow Agent, designate a successor escrow
agent to assume the responsibilities of Escrow Agent under this
Agreement, and Escrow Agent immediately shall deliver the Shares
to such successor escrow agent. If Parent shall fail to
designate such a successor escrow agent within such
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time period, the Escrow Agent may deliver the Shares into the
registry of any court having jurisdiction.
13. The Parties hereto agree that the following provisions
shall control with respect to the rights, duties, liabilities,
privileges and immunities of the Escrow Agent:
a. The Escrow Agent shall have no responsibility
except for the safekeeping and delivery of the
Shares deposited in the Escrow Account in
accordance with this Agreement. The Escrow
Agent shall not be liable for any act done or
omitted to be done under this Agreement or in
connection with the Shares deposited in the
Escrow Account, except as a result of the Escrow
Agent's gross negligence or willful misconduct.
The Escrow Agent is not a party to nor is it
bound by, nor need it give consideration to the
terms of provisions of, even though it may have
knowledge of, (i) any agreement or undertaking
by, between or among the Parent and the
Shareholders and any other party, except this
Agreement, (ii) any agreement or undertaking
that may be evidenced by this Agreement, (iii)
any other agreements that may now or in the
future be agreed to by the Parties in connection
with this Agreement. Parent and the
Shareholders hereby covenant that they will not
commence any proceeding against the Escrow Agent
regarding any action taken or thing done by the
Escrow Agent pursuant to this Agreement except
actions or omissions of gross negligence or
willful misconduct or for any disbursement of
the Shares made as authorized herein. If any
question, dispute or disagreement arises among
the Parties hereto and/or any other party with
respect to the Shares deposited in the Escrow
Account or the proper interpretation of this
Agreement, the Escrow Agent shall not be
required to act and shall not be held liable for
refusal to act until the question or dispute is
settled, and the Escrow Agent has the absolute
right at its discretion to do either or both of
the following:
1. withhold and/or stop all further performance
under this Agreement until the Escrow Agent
is satisfied, by receipt of a written document
in form and substance satisfactory to the Escrow
Agent and executed and binding upon all Parties
hereto, that the question, dispute, or
disagreement has been resolved; or
2. file a suit in interpleader and obtain by
final judgment, rendered by a court of competent
jurisdiction, an order binding all Parties
interested in the matter. In any such suit,
or should the Escrow Agent become involved
in litigation in any manner whatsoever on
account of this Agreement or the Escrow
Account, the Escrow Agent shall be entitled
to recover from the Parent and the
Shareholders, jointly and severally, its
attorneys' fees and costs.
The Escrow Agent may consult with counsel of its own
choice and shall have full and complete authorization
and protection for and shall not be liable for any
action taken or suffered by it hereunder in good faith
and believed by it to be authorized hereby, nor for
action taken or omitted by it in accordance with the
advice of such counsel.
b. The Escrow Agent shall only be obligated for the
performance of such duties as are specifically set
forth in this Agreement and may rely and shall be
protected in acting or refraining from acting upon any
written notice, instruction or request furnished to it
by the Parties hereunder and believed by it to be
genuine and to have been signed or presented by the
Parties and to take statements made therein as
authorized and correct without any affirmative duty of
investigation.
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c. Parent and the Shareholders hereby agree to indemnify
the Escrow Agent for, and to hold it harmless against,
any loss, liability, or expense (including, without
limitation, all legal expenses incurred in enforcing
any of the provisions of this Agreement or otherwise
in connection herewith) incurred without gross
negligence or willful misconduct on the part of the
Escrow Agent, arising out of or in connection with its
entering into this Agreement and carrying out its
duties hereunder. This covenant shall survive the
termination of this Agreement.
d. The Escrow Agent shall not be bound by any
modification, amendment, termination, cancellation,
rescission or supersession of this Agreement unless
the same shall be in writing and signed by all of the
other Parties hereto.
14. Notices required to be sent hereunder shall be
delivered by hand, sent by an express mail service or sent via
United States mail, postage prepaid, certified, return receipt
requested, to the following address:
If to Parent: Mr. Ray Willenberg, Jr.
New Visual Entertainment, Inc.
827 Brighton Court
San Diego, CA 92109
If to the Shareholders: Allan Blevins
1207 Soda Canyon Road
Napa, California 94558
Michael Shepperd
1811 Santa Rita Road, #216
Pleasanton, California 94566
If to Escrow Agent: Olde Monmouth Stock Transfer
77 Memorial Parkway
Atlantic Highlands, New Jersey 07716
No notice to the Escrow Agent shall be deemed to be
delivered until actually received by the Escrow Agent. From
time to time any Party hereto may designate an address other
than the address listed above by giving the other Parties
hereto not less than five (5) days advance notice of such
change in accordance with the provisions hereof.
15. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California and the
laws of the United States applicable to transactions in
California.
16. This Agreement may be executed by one or more of the
Parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
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17. Arbitration.
a. It is understood and agreed between the parties hereto
that any and all claims, grievances, demands,
controversies, causes of action or disputes of any
nature whatsoever (including, but not limited to, tort
and contract claims, and claims upon any law, statute,
order or regulation) (hereinafter "Transaction
Claims") arising out of, in connection with or in
relation to (i) the interpretation, performance or
breach of this Agreement, (ii) the arbitrability of
any Transaction Claims under this Agreement, or (iii)
any relationship before, at the time of entering into,
during the term of or upon or after expiration or
termination of this Agreement, between the parties
hereto, shall be resolved by final and binding
arbitration administered by a single arbitrator to be
agreed upon by the parties or, if the parties cannot
agree upon an arbitrator within five (5) days, a
single arbitrator which shall be appointed by the
American Arbitration Association (in either case, the
"Arbitrator").
b. All Transaction Claims shall be filed before the
Arbitrator. Neither party nor the Arbitrator shall
disclose the existence, content or results of any
arbitration hereunder without the prior written
consent of all parties. Except as provided herein,
the Federal Arbitration Act shall govern the
interpretation, enforcement and all proceedings
pursuant to this Section 20. The Arbitrator shall
apply the substantive law (and the law of remedies, if
applicable) of the State of California, or federal
law, or both, as applicable. The Arbitrator is
without jurisdiction to apply any different
substantive law. The Arbitrator shall have the
authority to entertain a motion to dismiss and/or a
motion for summary judgment by any party and shall
apply the standards governing such motions under the
Federal Rules of Civil Procedure. The Arbitrator
shall render an award and a written, reasoned opinion
in support thereof. Such award shall include
reasonable attorneys' fees to the prevailing party.
Judgment upon the award may be entered in any court
having jurisdiction thereof.
c. Adherence to this dispute resolution process shall not
limit the parties' rights to obtain any provisional
remedy, including without limitation, injunctive or
similar relief, from any court of competent
jurisdiction as may be necessary to protect their
rights and interests. Notwithstanding the foregoing
sentence, this dispute resolution procedure is
intended to be the exclusive method of resolving any
Transaction Claims arising out of or relating to this
Agreement.
d. This dispute resolution process shall survive the
termination of this Agreement. If any provision in
this Section 20 is adjudged to be void or otherwise
unenforceable, in whole or in part, such adjudication
shall not affect the validity of the remainder of this
Section. The parties expressly acknowledge that by
signing this Agreement, they are giving up their
respective rights to a jury trial.
[Signature page follows]
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<PAGE>
Parent:
NEW VISUAL ENTERTAINMENT, INC.,
a Utah corporation
By: /s/RAY WILLENBERG, JR.
--------------------------------
Ray Willenberg, Jr., President
/s/ ALLAN BLEVINS
--------------------------------
Allan Blevins
/s/ MICHAEL SHEPPARD
--------------------------------
Michael Shepperd
ESCROW AGENT:
OLDE MONMOUTH STOCK TRANSFER
By: /s/ JOHN A. TROSTER
-----------------------------
John A. Troster, Pres.
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