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As Filed With The Securities And Exchange Commission On December 11, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PTN MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 98-3833990
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
455 East Eisenhower Parkway, Suite 15 Peter Klamka
Ann Arbor, MI 48108 Chief Executive Officer and President
Telephone No.: (734) 327-0579 PTN Media, Inc.
Facsimile No.: (734) 327-0794 455 East Eisenhower Parkway, Suite 15
(Address, including zip code, and telephone number, Ann Arbor, MI 48108
including area code, of registrant's principal executive Telephone No.: (734) 327-0579
offices) Facsimile No.: (734) 327-0794
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Boulevard, Suite 505
Uniondale, New York 11553
Telephone No.: (516) 222-0888
Facsimile No.: (516) 222-0948
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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.
If 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 offered only in connection with dividend or interest
reinvestment plan, 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: [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Each Class of Maximum Aggregate Amount of
Securities to be Amount to Offering Price Offering Registration
Registered be Registered Per Share (1) Price Fee
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Common Stock, par value $.0001 per share.......... 150,000 Shares(2) $2.75(2) $412,500 $108.90
Total
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
upon the average of the high and low trading prices of the common stock of
the Registrant on the NASDAQ Bulletin Board on December 4, 2000.
(2) Represents shares to be sold by the selling security holder named herein.
Pursuant to Rule 416(b), there are also registered hereby such
additional indeterminate number of shares as may become issuable as dividends or
to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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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 the registration statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
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Preliminary Prospectus, Subject to Completion, December 11, 2000
PTN MEDIA, INC.
150,000 Shares of Common Stock
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The selling security holder named in this prospectus is offering up to
150,000 shares of our common stock. The common stock currently trades on the
NASDAQ Bulletin Board under the symbol "PTNM". On December 4, 2000, the last
sale price of the common stock as reported on the NASDAQ Bulletin Board was
$3.00 per share.
The common stock may be sold by the selling stockholder directly or
through underwriters, dealers or agents in market transactions or privately
negotiated transactions.
These securities have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC") or any state securities
commission nor has the SEC or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The common stock is a speculative investment and involves a high degree
of risk. You should read the description of certain risks under the caption
"Risk Factors" commencing on page 4 before purchasing our common stock.
Our executive offices are located at 455 East Eisenhower Parkway, Suite
15, Ann Arbor, Michigan 48108, and our telephone number is (734) 327-0579.
The date of this prospectus is December __, 2000.
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TABLE OF CONTENTS
Page
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Prospectus Summary....................................................... v
Risk Factors............................................................. 1
Use of Proceeds from Sale of Common Stock ............................... 4
Selling Stockholder ..................................................... 4
Plan of Distribution..................................................... 5
Information about the Company............................................ 6
Where You Can Get More Information....................................... 7
Legal Matters............................................................ 8
Experts.................................................................. 8
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in
this prospectus. It is not complete and may not contain all of the information
that is important to you. To understand this offering fully, you should
carefully read this entire document and the information incorporated by
reference, including the financial statements and the notes to the financial
statements.
Our Company
We are an interactive media content provider of branded content and
commerce opportunities using a combination of new and traditional media. We
currently produce three websites. They are: (i) "FashionWindow.com"
(www.fashionwindow.com), which is designed to be the leading online destination
for fashion, style and beauty content, commerce and community; (ii)
ClaudiaSchiffer.com (www.claudiaschiffer.com), which is hosted by well-known
model Claudia Schiffer and is intended to be a destination for those interested
in fashion, style and beauty using Ms. Schiffer as a host and guide; and (iii)
FragranceDirect.com (www.fragrancedirect.com) which is dedicated to selling
branded fragrances, spa products, and to a limited extent cosmetics. We also
produce two nationally syndicated radio programs: "The Style Minute with Daisy
Fuentes" and "The Julie Show" hosted by Downtown Julie Brown.
In addition to our existing websites and radio syndication programs, we
have recently entered into an original equipment manufacturer partner agreement
with Palm, Inc., the maker of handheld computing devices, to create a branded
Claudia Schiffer handheld device based on the Palm Vx model. We have obtained
from Ms. Schiffer the right to use her name, likeness and image on the handheld
device. We have also entered into an agreement with NeoHand, Inc. to develop and
promote software proposed to be named Fashionwindow.com Workouts by NeoHand
that is intended to run on the Palm operating system and be sold to Palm users.
Our principal executive offices are at 455 East Eisenhower Parkway,
Suite 15, Ann Arbor, Michigan 48108, and telephone number (734) 327-0579. Our
website is www.ptnmediainc.com. This prospectus does not incorporate by
reference any information on our websites.
The Offering
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Common Stock Offered by Selling Stockholder........ 150,000 shares
Common Stock to be Offered by Us................... 0 shares
Offering Price..................................... The selling stockholder may offer the shares for for sale
on the NASDAQ Bulletin Board at the market price at the
time of the sale. The selling stockholder may also offer
the shares in privately negotiated transactions either at
the market price at the time of the sale, at a price
related to the market price or at a negotiated price. On
December 4, 2000, the closing sale price of PTN Media,
Inc. common stock on the NASDAQ Bulletin Board was $2.75
per share.
Use of Proceeds.................................... All of the shares offered by this prospectus are being
offered by the selling stockholder. PTN Media, Inc. will
not receive any proceeds from these sales of its stock.
NASDAQ Bulletin Board Symbol ...................... PTNM
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<PAGE>
RISK FACTORS
This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. These forward-looking
statements are based on current expectations, estimates and projections about
our industry, management's beliefs and assumptions made by management. Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict.
Accordingly, actual results may differ materially from those expressed
or forecasted in any such forward-looking statements. Such risks and
uncertainties include those risk factors and such other uncertainties noted in
the prospectus and in the documents incorporated herein by reference. PTN Media
assumes no obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
We have an accumulated deficit and anticipate further losses.
We have incurred significant losses since we began doing business.
There can be no assurance that our services and products will ever generate
sufficient revenues or that our operations will ever be profitable. As of
September 30, 2000, we had an accumulated deficit of $6,404,769. We expect to
incur operating losses for the foreseeable future due to the significant
expenses which we expect to incur in the continued development and marketing of
FashionWindow.com, ClaudiaSchiffer.com, and FragranceDirect.com as well as
expenses related to our agreement with Palm, Inc. These expenses include
substantial advance royalty payments that we have agreed to make to Ms. Schiffer
in connection with the ClaudiaSchiffer.com website. Additionally, to the extent
that we engage additional models and/or celebrities for our websites, we will
most likely be required to pay advance royalties to those persons.
We have generated extremely limited revenues to date from our
FashionWindow.com website and no revenues from our ClaudiaSchiffer.com website
and there can be no assurance that we will ever generate revenues from these
websites or from any other business we conduct. These initial revenues have been
generated primarily from advertising placed on FashionWindow.com. We also expect
to significantly increase our operating expenses to expand our sales and
marketing operations, to fund greater levels of product development, and to
develop other forms of revenue generating business, including the creation of a
branded Palm computing device, direct response sales, licensing of our
proprietary materials to others, and celebrity chat clubs.
We received an opinion from our accountants for the period ended December 31,
1999 which raised doubt about our ability to continue after such date as a going
concern.
Our consolidated financial statements for the year ended December 31,
1999, which are incorporated by reference in this prospectus, indicate that
there was substantial doubt as of December 31, 1999 about our ability to
continue as a going concern due to our need to generate cash from operations and
obtain additional financing.
We need to raise additional funds to fund our business operations.
We need to raise additional funds because our cash flows have proven to
be insufficient to fund operations. There can be no assurance that additional
financing will be available to us on commercially reasonable terms, or at all.
We may raise funds through equity or debt financings, depending on our
opportunities. If we raise additional funds by issuing equity securities, this
will further dilute the interests of our current stockholders. If we raise
additional funds by issuing debt securities, we will be subject to the risks
associated with incurring substantial indebtedness, including the risks that
interest rates may fluctuate and cash flow may be insufficient to pay principal
and interest on any such indebtedness. We have no current arrangements with
respect to, or sources of, additional financing, and it is not anticipated that
our existing stockholders will provide any portion of our future financing
requirements.
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We depend on license agreements with models to attract users to our websites.
We plan that a principal attraction of our websites will be celebrity
models who host our websites. In the event we are unable to retain the services
of a sufficient number of celebrities to host our websites, or maintain the
services of such celebrities for an extended period of time, it is highly
unlikely that our websites will attract the number of users required to obtain
significant advertising and merchandisers.
In addition, the success of our websites will be highly dependent on
the continued popularity of the celebrity models who host the sites. In the
event that the popularity of any such celebrity model fades in the public eye,
including for among other reasons, disclosure of allegedly illegal or immoral
acts by such celebrity model, we will in all likelihood find it necessary to
terminate our relationship with that celebrity model. This could adversely
effect our business because a suitable replacement may not be available on a
timely basis and on mutually agreeable terms and conditions.
In the event that we fail to attract advertising customers, lose customers after
they have been retained, or we are forced to reduce advertising rates in order
to retain or attract advertisers, our business, results of operations and
financial condition could be materially and adversely affected.
We derive substantially all our revenues from the sale of
advertisements on our websites and expect this trend to continue through 2000.
Our ability to generate advertising revenues will depend upon, among other
factors, the acceptance of our websites as attractive and sustainable media, the
development of a large audience of users of our websites and the effective
development of media properties that provide user demographic characteristics
that will be attractive to advertisers. Existing advertising placement contracts
are for relatively short terms, generally three months or less, and are
terminable by advertisers at any time on very short notice. Consequently, our
advertising clients will be able to eliminate or move their advertising to
competing Internet sites or from the Internet to traditional media, quickly and
at low cost.
There is currently intense competition in the sale of advertising on
the Internet. This competition has resulted in a wide range of advertising rates
for a variety of advertising services, making it difficult to project future
levels of Internet advertising revenues which may be realized by us or any of
our competitors. Competition among current and future websites, as well as
competition from traditional media for advertising placements, could result in
significant price competition and reductions in our projected advertising prices
and revenues.
In the event that we are unable to generate significant revenues from any
sources other than advertising placements, our business, results of operations
and financial condition could be materially and adversely affected.
Our ability to expand our business is also dependent upon our success
in generating significant revenues from sources other than advertising
placements on our websites. We intend to enter into direct marketing
arrangements with a variety of businesses in connection with the sale of their
products and services on our websites. There can be no assurance that we will be
able to enter into such arrangements or create and maintain revenue from such
arrangements.
If our websites, including their content, are not accepted, or develop more
slowly than expected, or the market becomes saturated with competitors, our
business, results of operations and financial condition will be materially and
adversely affected.
Our success is dependent upon our ability to deliver original and
compelling content in order to attract users. There can be no assurance that our
current website and/or future websites, to the extent developed and launched,
will contain content which will be attractive to a sufficient number of users to
generate advertising revenues or that we will be able to anticipate, monitor and
successfully respond to rapidly changing consumer tastes and preferences so as
to attract a sufficient number of new and repeat users to our sites. If we are
unable to do so, this will have a material adverse effect on our financial
condition. As is typical in a new and rapidly evolving industry, demand and
market acceptance for recently introduced products and services, such as our
websites, are subject to a high level of uncertainty and risk. Because this
market is new and evolving, it is difficult to predict future growth. There can
be no assurance that we will be able to successfully develop a market for our
websites or that demand will emerge or become sustainable.
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If we are unable to develop and maintain satisfactory relationships with other
websites or if our competitors are better able to maintain such relationships,
our business, results of operations and financial condition could be materially
and adversely affected.
Our ability to advertise on other websites and the willingness of the
owners of such sites to direct users to our websites through hypertext links is
critical to our operations. Search engines, directories and other navigational
tools managed by Internet service providers and web browser companies also
significantly affect traffic to our websites. We also depend on our
relationships with third party vendors of Internet development tools and
technologies in order to develop the content required to attract users to our
websites. Developing and maintaining satisfactory relationships with such
persons could become more difficult and expensive as competition increases among
content providers.
A security breach could result in loss of customers, damage to our reputation,
damage to our websites, costs of repair and detection and other expenses. This
could have a material adverse effect on our business, results of operations and
financial condition.
Although we have engaged a third party, Digex, Inc. to host our
websites, the Internet infrastructure is vulnerable to computer viruses,
break-ins and similar disruptive problems by our customers and other Internet
users. These factors could lead to interruption, delays or cessation in service
thereby causing harm to our business and financial condition. In addition,
unauthorized use of the Internet could also jeopardize the security of
confidential information stored in computer systems of our customers and other
parties using the Internet, which could deter potential customers from accessing
our websites and give rise to liability to users whose security or privacy has
been infringed.
If we are unable to compete successfully with potential competitors it will have
a material adverse effect on our business, results of operations and financial
condition.
The market for Internet services and products is highly competitive and
competition is expected to continue to increase significantly in the future. In
addition, we expect the market for web-based advertising to be intensely
competitive.
There can be no assurance that we will ever be able to compete
successfully with potential competitors or that the competitive pressures faced
by us will not have a material adverse effect on our business, results of
operations and financial condition. There are no significant barriers to
developing websites, and we expect competition to continue to grow. We compete
with a significant number of web content providers, several of which offer
competitive services and/or products, and address certain of our target markets,
including, among others, Women's Wire, Elle Magazine and Ford Models, Inc. Many
of these competitors have significantly greater financial, technical and
marketing resources than us, and include companies that are larger and better
capitalized than us. These competitors may also have expertise and established
brand recognition in the Internet market. There can be no assurance that our
competitors will not develop Internet services and products that are superior to
those currently offered or contemplated by us or that they will not achieve
greater market acceptance than our contemplated services and products. In
addition, we compete with these competitors, online services and other website
operators, for the same sources of advertising and direct marketing revenue.
Our websites compete with (and any future developed websites will
compete with) other forms of media, such as television, radio and print media,
many of which provide services and products that are similar to those which we
currently provide and also intend to provide through our websites. Although
traditional media outlets do not offer many of the interactive features
available through the Internet (such as online chat rooms and E-mail), there are
numerous publications, as well as television and radio programs, which provide
editorial content similar to that which we provide on our website, as well as
articles and features on fashion, beauty, health and celebrities. We also will
compete with these traditional media outlets for advertising revenue and direct
marketing revenue.
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Although we believe that there exists a large share of advertising
dollars available to us and other website operators, as well as several other
commercial opportunities for the generation of revenues through our contemplated
websites, competition among current and future websites, as well as competition
with other forms of media for advertising placements, could result in
significant price competition and reductions in advertising revenues.
We may not be able to compete successfully in the handheld device and operating
system software markets. This would have a material adverse effect on or
business, results of operations and financial condition.
As we attempt to expand into the handheld device and operating system
software markets, our future growth will depend on the commercial success of our
proposed Claudia Schiffer and/or other celebrity-branded handheld devices. The
markets for these products and services are highly competitive and we expect
competition to increase in the future. Most of our competitors in this market
have significantly greater financial, technical and marketing resources than we
do. This will make it difficult for us to compete successfully in the handheld
device and operating system software markets.
The loss of our Chief Executive Officer's services would have a material adverse
effect on us.
Our success will be largely dependent on the efforts of Peter Klamka,
our Chairman, President and Chief Executive Officer, and his ability to forge
new relationships with celebrity models and to maintain such relationships, as
well as to oversee the development and maintenance of our websites and other
services and products. Our success will also be highly dependent on Mr. Klamka's
ability, as well as the ability of others employed by us, to obtain advertising
placements consistent with the demographic characteristics of the users of our
websites. The loss of his services would have a material adverse effect on our
business and prospects.
We have not entered into an employment agreement with Mr. Klamka and
Mr. Klamka has not entered into any agreement restricting his involvement in a
business which competes with us. As a result, Mr. Klamka is an employee-at-will
and has the right to leave us at any time. Mr. Klamka has informed us that he
intends to devote a substantial portion of his working time to our business and
that he also intends to devote a portion of his time to other business interests
that do not compete with our business. In addition, Mr. Klamka is not restricted
from entering into a competing business after the term of his employment with
us; provided, however, that he would not be permitted to use proprietary
information and trade secrets belonging to us. Our success will also be
dependent upon our ability to hire and retain qualified writers, editors and
technical personnel, as well as qualified marketing, financial and other
personnel. Competition for qualified personnel is intense and there can be no
assurance that we will be able to hire or retain additional qualified personnel.
USE OF PROCEEDS FROM SALE OF COMMON STOCK
Proceeds from the sale of the shares of common stock being registered
hereby will be received directly by the selling stockholder. Accordingly, we
will not receive any proceeds from the sale of the shares.
SELLING STOCKHOLDER
We have agreed to register the offering of the selling stockholder's
shares of common stock under the Securities Act and to pay all expenses in
connection with such registration, other than brokerage commissions and
discounts in connection with the sale of the common stock and the expenses of
counsel. We have agreed to use our best efforts to cause this registration
statement to be declared effective by the SEC on or before January 30, 2001 and
that if it is not, we will issue to the selling stockholder 7,500 shares of our
common stock beginning February 1, 2001 for every 30 days the registration
statement is not declared effective, and if the registration statement is not
declared effective by May 1, 2001, we will issue to the selling stockholder a
total of 15,000 shares of our common stock for every 30 days the registration
statement is not declared effective.
The following table sets forth the name of the selling stockholder, the
number of shares of common stock owned beneficially by the selling stockholder
as of December 4, 2000, the number of shares which may be offered for resale
pursuant to this prospectus and the number of shares of common stock owned
beneficially by the selling stockholder after the offering, assuming all of the
shares offered are sold. The selling stockholder does not have, and has not had
within the past three years, any position, office or other material relationship
with us or any of our affiliates.
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The selling stockholder purchased the shares of common stock offered by
this prospectus in September 2000 in a private offering exempt from the
registration requirements of the Securities Act under Section 4(2) of the
Securities Act.
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Shares Beneficially Shares of Common Shares Beneficially
Name of Selling Owned Prior to Stock Being Owned After
Stockholder Offering (1) Percent (2) Offered Offering (3)
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American Nortel
Communications, Inc. 150,000 3.2% 150,000 - 0 -
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(1) Under Securities and Exchange Commission rules, beneficial ownership
includes any shares as to which an individual or entity has sole or shared
voting power or investment power. We believe that the selling stockholder
named in the table has sole voting and investment power with respect to all
shares beneficially owned by it. A person is also deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from the date hereof upon the exercise of warrants or options. Each
beneficial owner's percentage ownership is determined by assuming that
options or warrants that are held by such person (but not those held by any
other person) and are exercisable within 60 days from the date hereof have
been exercised.
(2) Based on a total of 4,750,762 shares issued and outstanding as of
December 4, 2000.
(3) Assumes the sale of all shares offered hereby.
PLAN OF DISTRIBUTION
The selling stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of its shares of
common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales, except as described below;
o broker-dealers may agree with the selling stockholder to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
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The selling stockholder may also sell shares pursuant to Section 4(1)
of the Securities Act or under Rule 144 under the Securities Act, if available,
rather than under this prospectus.
The selling stockholder may also engage in short sales against the box,
puts and calls and other transactions in securities of PTN Media, Inc. or
derivatives of PTN Media, Inc. securities and may sell or deliver shares in
connection with these trades. The selling stockholder may pledge its shares to
its brokers under the margin provisions of customer agreements. If a selling
stockholder defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.
Broker-dealers engaged by the selling stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholder do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
Information About PTN Media, Inc.
The following discussion and analysis should be read in conjunction
with the financial statements and related notes thereto included elsewhere in
this prospectus. This prospectus contains forward-looking statements which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in the forward-looking
statements. Factors that might cause such a difference includes, but are not
limited to, those discussed under "Risk Factors".
Background
We are an interactive media content provider of branded content and
commerce opportunities using a combination of new and traditional media. We have
recognized the growing commercial opportunities presented by the Internet and
the World Wide Web, which we believe is emerging as a global marketplace for the
transaction of business. We have also recognized that we now live in a
technologically advanced world where the handheld computing devices market is
growing. Our strategy is to take advantage of many of these commercial outlets
by producing and/or creating websites, branded celebrity handheld devices and
related software and accessories, and radio shows with content that is of great
appeal to our targeted audience and attract advertisers desiring to reach this
audience.
Our initial efforts have been dedicated to content related to fashion,
style and beauty. We currently provide this content on our interactive website
FashionWindow.com (www.fashionwindow.com) and through two nationally syndicated
radio programs: "The Style Minute with Daisy Fuentes" and "The Julie Show"
hosted by Downtown Julie Brown. We recently launched ClaudiaSchiffer.com.
(www.claudiaschiffer.com), hosted by the supermodel Claudia Schiffer, which
provides similar content.
Our wholly owned subsidiary, FragranceDirect.com, Inc., recently
launched the FragranceDirect.com (www.fragrancedirect.com) site, which is
dedicated to selling branded fragrances, spa products, and, to a limited extent,
cosmetics.
Recent Developments
On October 15, 2000, we entered into an original equipment manufacturer
partner agreement with Palm, Inc., the maker of handheld computing devices, to
create a branded Claudia Schiffer handheld device based on the Palm Vx model. We
have obtained from Ms. Schiffer the right to use her name, likeness and image on
the handheld device. We also entered into an agreement on July 24, 2000 with
NeoHand, Inc. to develop and promote software proposed to be named
Fashionwindow.com Workouts by NeoHand that is intended to run on the Palm
operating system and be sold to Palm users.
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We plan to sell the Claudia Schiffer Palm through our
ClaudiaSchiffer.com site and potentially other sites that sell electronics. We
are also in discussions with other celebrities as well as other makers of
handheld computing devices to create products similar to the planned Claudia
Schiffer edition Palm.
We are also exploring several relationships to develop and promote Palm
software in conjunction with our efforts relating to the planned Claudia
Schiffer Palm. Currently, the planned Claudia Schiffer Palm is to include
Healthetech, Inc. software and Firepad's Fireviewer software.
We are also exploring opportunities to promote and sell Palm
accessories such as carrying cases, modems, plastic flip covers, stylus, and
keyboards.
WHERE YOU CAN GET MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
exhibits to our registration statement incorporated by reference in this
prospectus. If you want more information, write or call us at:
PTN Media, Inc.
455 East Eisenhower Parkway, Suite 15
Ann Arbor, MI 48108
Telephone number: (734) 327-0579
Facsimile number: (734) 327-0794
Our fiscal year ends on December 31. We furnish our shareholders annual
reports containing audited financial statements and other appropriate reports.
In addition, we are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information we file at the SEC's public
reference room in Washington D.C. You can request copies of these documents,
upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public on the SEC Internet 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 these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, which we have already filed with the
SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling stockholder
sells all of the securities offered by this prospectus.
PTN Media Sec Filings (File No. 0-24835)
* Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999
* Proxy Statement dated July 24, 2000
* Our registration statement on Form SB declared effective on
September 18, 1998 registering the common stock under the
Securities Exchange Act of 1933
* Form 8-K/A dated August 16, 2000
* Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000
This prospectus is part of a registration statement we filed with the
SEC.
You may request a copy of these filings as well as any exhibits to our
registration statement incorporated by reference in this prospectus, at no cost,
by writing or calling us at: 455 East Eisenhower Parkway, Suite 15, Ann Arbor,
Michigan 48108, telephone number (734) 327-0579.
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You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or
those documents.
LEGAL MATTERS
The legality of the shares of common stock offered by this prospectus
have been passed upon for us by Lehman & Eilen LLP. Lehman & Eilen LLP owns
12,500 shares of the Company's common stock.
EXPERTS
The financial statements of PTN Media as of December 31, 1999 and 1998
and for the years ended December 31, 1999 and 1998, incorporated by reference in
this prospectus from the Annual Report on Form 10-KSB of PTN Media, Inc. for the
year ended December 31, 1999, have been incorporated herein in reliance on the
report of Lazar, Levine & Felix LLP, independent certified public accountants,
given on the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses (other than
underwriting discounts, consulting fees and the underwriters 3% non-accountable
expense allowance) payable by the Registrant in connection with the issuance and
distribution of the securities being registered. Except for the SEC filing fee
all expenses have been estimated and are subject to future contingencies.
SEC registration fee....................................... $108.90
Legal fees and expenses.................................... $15,000.00
Printing and engraving expenses............................ $5,000.00
Accounting fees and expenses............................... $1,500.00
Miscellaneous.............................................. $391.10
----------
Total................................ $22,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated certificate of incorporation and by-laws of
the Registrant provide that the Registrant shall indemnify any person to the
full extent permitted by the Delaware General Corporation Law (the "GCL").
Section 145 of the GCL, relating to indemnification, is hereby incorporated
herein by reference.
In accordance with Section 102(a)(7) of the GCL, the certificate of
incorporation of the Registrant eliminates the personal liability of directors
to the Registrant or its stockholders for monetary damage for breach of
fiduciary duty as a director with certain limited exceptions set forth in
Section 102(a)(7) of the GCL.
ITEM 16. EXHIBITS
5.1 Opinion of Lehman & Eilen LLP
10.1 Host Agreement dated March 1, 2000, between PTN Media, Inc. and
Downtown Julie Brown, Inc.
10.2 Host Agreement dated March 1, 2000, between PTN Media, Inc. and Dafu
Production, Inc.
10.3 Website License Agreement dated March 29, 2000 between PTN Media,
Inc. and Chely Wright
10.4 Website License Agreement between PTN Media, Inc. and Double M
Holding, Inc.
10.5 General Agreement dated July 28, 2000, between PTN Media, Inc. and
NeoHand, Inc.
10.6 Partnering Agreement dated October 27, 2000, between PTN Media, Inc.
and TWEC.com, LLC
10.7 Palm, Inc. OEM Partner Agreement dated October 5, 2000, between PTN
Media, Inc. and Palm, Inc.
10.8 Funding Agreement dated August 24, 2000 between PTN Media, Inc. and
American Nortel Communications, Inc.
10.9 Merchant and Partner Network Agreement dated May 8, 2000, between
PTN Media, Inc. and Dynamic Trade Inc.
23.1 Consent of Lazar Levine & Felix LLP, independent auditors.
23.2 Consent of Lehman & Eilen LLP (included in Exhibit 5.1)
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a) (3)
of the Securities Act.
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(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
registrant 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 a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) 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.
(2) For determining any liability under the Securities Act, each
such post-effective amendment shall be deemed a new
registration statement relating to the securities offered
therein, and the offering of such securities offered therein,
and the offering of such securities at the time to be the
initial bona fide offering thereof.
(3) Remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at
the termination of the offering.
(b) Request for Acceleration of Effective Date
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of the expenses
incurred or paid by a director, officer, or controlling person of the small
business issuer 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 small business issuer 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1993 Act, as amended, the Company
certifies that is has reasonable grounds to believe that it meets the
requirements of filing on Form S-3 and has caused this Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, Michigan on December 6, 2000.
PTN MEDIA, INC.
By: /s/ Peter Klamka
---------------------------------------------
Peter Klamka
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Peter Klamka as his
attorney-in-fact to execute in the name of each such person and to file such
amendments (including post-effective amendments) to this registration statement
as the Registrant deems appropriate and appoints such person as attorney-in-fact
to sign on his behalf individually and in each capacity stated below and to file
all amendments, exhibits, supplements and post-effective amendments to this
registration statement.
Pursuant to the requirements of the 1933 Act, as amended, the
Registration Statement has been signed below by the following persons on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------------------------------------- ---------------------------------- -------------------------
<S> <C> <C>
/s/ PETER KLAMKA Chairman of the Board, Chief December 6, 2000
---------------------------------------- Executive Officer, Treasurer and
Peter Klamka Secretary (Principal Executive Officer)
(Principal Financial Officer and
Principal Accounting Officer)
/s/ CHRIS GIORDANO Chief Operating Officer December 6, 2000
----------------------------------------
Chris Giordano
</TABLE>
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