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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-1
For Annual and Transition Reports
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
x Act of 1934 x For the fiscal year ended December 31, 1999
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
o Act of 1934 o For the transition period from ____________ to _____________
Commission File Number 000-25667
Medium4.com, Inc.
(formerly known as foreignTV.com, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 13-4037641
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Registrant's telephone number, including area code: (212) 993-9400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Applicable only to Registrants involved in bankruptcy
proceeding during the preceding five years:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes o No o
The number of shares outstanding of the Registrant's common stock is
10,178,433 as of March 16, 2000.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant is $20,505,007 as of April 24, 2000.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
The following table sets forth certain information with respect to each of
our current executive officers and directors.
Name Age Position
---- --- --------
I. William Lane 77 Chairman of the Board of Directors
Jonathan Braun 49 Chief Executive Officer and Director
Graham Cannon 37 President
David C. Badner 48 Executive Vice President, Chief
Operating Officer and Director
Bruno Finel 40 Senior Vice President - International
Operations and Director
Harold I. Berliner 61 Treasurer and Chief Financial Officer
Marc D. Leve 43 Vice President - Legal Affairs,
Secretary and Director
Stanley S. Canter 69 Director
Junichi Watanabe 44 Director
I. William Lane, PhD has served as our Chairman of the Board since our
inception in 1998. Since 1994, he has served as a consultant to Lane Labs, a
natural medicine company founded upon Dr. Lane's teachings, primarily dealing
with cancer research. Since 1989, he has also been the chairman of Cartilage
Consultants, Inc., a company that researches and provides consulting services
for the use of shark cartilage and other natural medicines. Dr. Lane is Chairman
of the Center of Contemporary Diplomacy, Inc. He received his B.S. and Masters
in Nutritional Science from Cornell University and his PhD. in Agricultural
Biochemistry and Nutrition from Rutgers University.
Jonathan Braun is the originator of the foreignTV.com concept. He has
served as our Chief Executive Officer and a director since our inception. From
1995 to 1997, Mr. Braun was the president of Marinex Multimedia Corporation, a
CD-rom publishing and Internet content provider company. He was the founder and,
from 1991 to 1995, the President of Marinex, Inc., a public relations firm. He
also currently serves on the editorial board of Midstream, a monthly journal
specializing in Israel and the Middle East. Mr. Braun is also president of the
Center of Contemporary Diplomacy, Inc. He received his M.S. from the Columbia
University School of Journalism and his B.A. in Political Science from the City
College of New York, where he graduated phi beta kappa and magna cum laude.
Graham Cannon has been affiliated with us since May 1999 and assumed his
present office in December 1999. Prior to May 1999 and from 1997, he was
Director of Communications and Strategy for Time Inc. New Media where he
developed and implemented that company's marketing and media strategy. In that
position, he developed co-branding relationships, created online banner
campaigns, as well as print and broadcast advertising. Mr. Cannon also
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helped initiate a landmark research project examining Web, print and TV usage
among mass-market users. From 1995 to 1997, Mr. Cannon was Deputy Director of
Communications to then Ambassador Madeleine K. Albright and Ambassador Bill
Richardson at the United Nations, where he developed and implemented
communications and media strategy - including for policy in Bosnia, Iraq and
Haiti - and was a key speech and editorial writer. From 1989 to 1995, he was a
Senior Policy Adviser to the House Foreign Affairs Committee and to Congressman
Howard Berman. Mr. Cannon also has a background in journalism, as a TV News
Producer and a writer for publications such as the London Daily Mail and
Microsoft's Slate. Mr. Cannon has a Bachelor's Degree (honors) from the
University of Manchester (UK) in Ancient History and Archaeology.
David Badner has been our Executive Vice President since January 2000. Mr.
Badner is an entrepreneur with over twenty years' experience managing and
operating manufacturing and retail companies. From 1995, Mr. Badner has been a
principal officer and shareholder of Acme Bottled Air, Inc., a major distributor
of air purification products with annual sales of $30 million. From 1998, he was
a principal officer and shareholder of Vinculum, Inc., a medical technology
company, which develops and manufactures a diabetes monitoring
device. Mr. Badner has extensive experience consulting on marketing, management,
and technology to corporations such as DataLink.net, Inc. and J.N. Savasta Corp.
Previously, he was a marketing executive at Playboy Enterprises. Mr. Badner is a
graduate of Cornell University, where he earned a PhD in Biochemistry in 1979,
and previously earned bachelors and masters of science degrees.
Bruno Finel has been affiliated with us since our inception. From 1989 to
1999 Mr. Finel was the managing director and principal stockholder of
Cablevision, a ten-year old Paris-based company that produces programs for
African, French and European television and provides communication and
investment counseling on behalf of the governments of Namibia, the Ivory Coast,
Togo and Tunisia. In addition, Mr. Finel created and managed, through
Cablevision, the official public information Web sites of Namibia, Togo and
Tunisia and has created news and information related Web sites devoted to Sudan
and Tunisia. Mr. Finel earned a law degree (maitrise de droit) from Assas
University (Paris 2) in 1982.
Harold Berliner has served as our Treasurer and Chief Financial Officer
since September 1999. Mr. Berliner brings more than 30 years experience in
strengthening financial management within young and emerging media and high tech
companies. As a partner at KPMG Peat Marwick (1967-1992), and a senior executive
at international management consulting firms Mercer Management Consulting and
Rath & Strong (1992-1998), he pioneered use of the Internet as an integral part
of core business processes, and is a recognized leader in adapting communication
and information technologies to improving business operational effectiveness.
Mr. Berliner serves as Trustee of the Citizens Budget Commission, a private
"watchdog" agency overseeing the operations and finances of New York City and
State governments. He is also the treasurer of the Isaacs Center, a
Meals-on-Wheels agency serving homebound elderly on the Upper East Side of
Manhattan. Mr. Berliner is a graduate of Columbia College (1961), and holds a
degree in Industrial Engineering from the Columbia University School of
Engineering (1962). He is a certified public accountant in New York State and a
member of the AICPA.
Marc D. Leve has been our Vice President-Legal Affairs, general counsel,
Secretary and a director since our inception. Prior thereto, Mr. Leve was an
attorney at Yerushalmi & Associates, LLP, a New York law firm, and its
predecessor law firm, since 1995. He was an associate at Yerushalmi, Shiboleth,
Yisraeli & Roberts, LLP from 1993 to 1995. Prior to that, he practiced law in
Israel at the law firm of M. Porath & Co., served as a military prosecutor in
the Military Advocate General Corps of the Israeli Defense Forces, and worked at
the law firm of I. Tunik & Co. Mr. Leve has also been General Counsel, Vice
President, Secretary and a director of the Center of Contemporary Diplomacy,
Inc. since shortly after its inception. Mr. Leve received an LLB in 1984 from
Bar Ilan University in Israel. He is admitted to practice law in Israel and in
the State of New York.
Junichi Watanabe was elected as one of our directors on December 28, 1999.
Mr. Watanabe, an executive with extensive international business experience, has
worked in the United Arab Emirates, Japan, Kuwait, Canada and other countries.
Mr. Watanabe is a graduate of Keio University, Tokyo, Japan with a degree in
economics. Mr. Watanabe is a member of our audit and compensation committees.
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Stanley S. Canter was elected a director on December 28, 1999. Mr. Canter
is a veteran Hollywood producer of feature films, and former vice resident of
the Union Bank in Beverly Hills, California. He is a graduate of UCLA with a
Master's degree in History and International Relations. Mr. Canter is a member
of our audit committee.
Other Key Employees
Dennis Oppenheimer has been affiliated with us since May 1999 and was
appointed our Senior Vice President - Entertainment in December 1999. Mr.
Oppenheimer is the former President of the Abandon Artists and Performance Group
where he oversaw the careers of approximately 13 major record label artists
including multi-platinum artists such as Patricia Kaas and Aaron Hall. He has
worked with most of the major labels including RCA, Warner Brothers, Columbia,
Epic, Interscope, MCA, Arista, Sire, Virgin. He was also President of Citizen X
Records, a label which released products via RCA, Interscope, and EMI/Caroline.
Mr. Oppenheimer has represented numerous artists signed to several major music
publishers including Warner/Chappell, Madonna's Maverick Music, EMI Music,
Polygram Music, Sony Music. He has marketed European acts in the U.S. and
American acts abroad with emphasis on France, Germany, Benelux, Russia, and the
Ukrainian Republic. He recently served as a music coordinator for the Sony
Pictures feature film, "Devil's Own," starring Harrison Ford and Brad Pitt.
Benjamin Kile was appointed our Creative Director in December 1999. Mr.
Kile came to us from a varied background in advertising, marketing and new media
creativity. He began his career as an art director and designer for advertising
and direct marketing agencies such as Luca Stephen Partners and Landey and
Partners - Ground/Morris before crossing into the world of new media creativity.
As Creative Director for Marinex Multimedia, Inc., he was responsible for the
direction of several online and CD-rom ventures. Most recently, Mr. Kile was the
Design Director for Fox News Online (www.foxnews.com), a division of News
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Digital Media. In that role, he expanded the communication priorities of the
site to include interactive content and made interaction with the user an
inherent part of the site's daily design. Mr. Kile received his B.S. from
Cornell University and has also attended the Pratt Institute in Manhattan.
Don Moore has been serving as our chief technology officer since October
1999. Prior to joining us, he served as a technology consultant to Scripps
Networks, Home and Garden Television and Food Network, where he also held
positions including Web Director and Information Systems Director. Mr. Moore was
the founding technologist for the Food Network web site, and built
infrastructure to scale the site from an initial few thousand visits a month to
several million monthly visits. He integrated technology for the site to support
targeted advertisements and sponsorships, e-commerce, streaming media, viewer
contests, chat sessions and interactivity with on-air programs.
Director Compensation and Election
All of our directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors. Our
directors receive no compensation for serving on our board other than
reimbursement of reasonable expenses incurred in attending meetings. Officers
are elected annually by the board and serve at the discretion of the board.
Committees of the Board of Directors
On December 23, 1999, our board created a compensation committee consisting
of Junichi Watanabe, Jonathan Braun and Marc Leve, and an audit committee
consisting of our outside directors, Stanley Canter and Junichi Watanabe. The
compensation committee will review our compensation policies and administer our
stock option plans. The audit committee will review the scope of our audit, the
engagement of our independent auditors and their audit reports.
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Item 11. EXECUTIVE COMPENSATION
The following table sets forth below is the aggregate compensation that we
paid during the year ended December 31, 1999 to our Chief Executive Officer and
to each of our other executive officers who earned in excess of $100,000 during
that year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
----------------------------- -------------------------- ---------
Name and Fiscal Salary Bonus Other Annual Restricted Securities Long Term All Other
Principal Position Year ------ ----- Compensation Stock Underlying Incentive Compensation
- ------------------ ---- ------------ Awards Options Payouts ------------
------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Jonathan Braun 1999 $156,900 __ __ __ __ __
Chief Executive
Officer
Albert T. Primo 1999 $106,338 __ __ __ __ __
Vice Chairman (1)
Bruno Finel 1999 $105,003
Senior Vice President
International
Operations
</TABLE>
- ----------
(1) Mr. Primo resigned as both our Vice Chairman and as one of our directors on
March 3, 2000.
Stock Options
No options to acquire shares of our common stock were granted to any of our
named executive officers during the year ended December 31, 1999 nor do any of
such persons currently hold any options to acquire shares of our common stock.
Employment Arrangements
Jonathan Braun, Bruno Finel, Marc Leve, Graham Cannon and Harold Berliner
have each entered into five-year agreements with us that set forth the terms of
their employment. These agreements were effective commencing January 1, 1999,
April 13, 1999, April 13, 1999, June 1, 1999 and September 1, 1999,
respectively. Under the terms of their agreements, the minimum base salary of
Messrs. Braun and Finel is $150,000 per annum, with annual increases at a rate
of not less than 10%. The minimum base salary of Graham Cannon is $138,000, that
of Mr. Leve is $100,000, and that of Mr. Berliner is $75,000. Each such employee
will also receive a one- time bonus of $25,000 if and when we first achieve
profitability.
Each of the employment agreements, which are substantially similar,
requires each employee to devote substantially his full-time business efforts to
our affairs, except in the case of Mr. Berliner, who works on an as-needed
basis, and Mr. Leve, who has the right to continue his private law practice, so
long as his practice does not conflict with his duties as our Vice President -
Legal Affairs and Secretary. Each employment agreement also provides for the
payment of severance to the employee in the event of our terminating his
employment other than for "cause." The severance will be an aggregate lump sum
equal to one year's of the employee's minimum base salary at the date of
termination, augmented by a like amount for each year of prior employment.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of our common stock as of April 24, 2000 by
o each person (or group of affiliated persons) who is known by us
to beneficially own five percent or more of our common stock,
o each of our directors and named executive officers, and
o all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
Percentage
Number of Shares of
Name of Beneficial Owner Beneficially Owned(1) Ownership(1)
------------------------ --------------------- ------------
<S> <C> <C>
Dr. I. William Lane, 2,595,750 25.41%
80 Woodland Road, Apt. 4
Short Hills, N.J. 07078
Mr. Jonathan Braun 3,000,000 29.37%
24 Holly Hill Lane
Katonah, NY 10536
Graham Cannon 144,800(2) 1.40%
555 Main St. Apt. 510
New York, N.Y. 10044
David Badner 369,000(3) 3.49%
12421 NW 15th St.
Sunrise FL 33323
Mr. Bruno Finel 600,000 5.87%
5, rue du Boccador
Paris 75008 France
Harold I. Berliner 33,500(4) *
36 Cross Hill Road
Hartsdale, N.Y. 10530
Marc D. Leve 200,000 1.96%
264 Lexington Ave. #2A
New York, N.Y. 10016
Stanley S. Canter 0 *
10550 Wilshire Blvd. Ste. 905
Los Angeles, CA 90024
Junichi Watanabe, Director, 50,000 *
4F-C Azabu Maxim Bldg. 2-13-5
Azabujuban, Manto-ku
Tokyo 106-0045, Japan
Mr. Albert T. Primo 850,000(5) 8.32%
182 Sound Beach Avenue
Old Greenwich, Conn 06870
All directors and executive officers as a group (9 6,993,050(2-5) 65.09%
persons)
</TABLE>
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* Less than 1%.
(1) The amounts and percentages of common stock beneficially owned are reported
on the basis of SEC rules governing the determination of beneficial
ownership of securities. Under such rules, a person is deemed to be a
beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or to direct the voting of such security,
or investment power, which includes the power to dispose of or to direct
the disposition of such security. To our knowledge, each beneficial owner
named in the above table has sole voting and investment power with respect
to all shares beneficially owned, subject to community property laws where
applicable.
(2) Includes 144,800 shares underlying options.
(3) Includes 350,000 shares underlying options; also includes 11,500 shares
held by a company in which Mr. Badner has a 50% equity interest.
(4) Includes 33,500 shares underlying options.
(5) Excludes Mr. Primo, who resigned as our vice chairman and as one of our
directors on March 2, 2000.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Center of Contemporary Diplomacy, Inc. is a New York not-for-profit,
tax-exempt organization formed in 1997 for the purpose of promoting and
preserving world peace through public awareness and understanding of diplomacy
in international relations. The Center was founded by I. William Lane, our
Chairman, and Jonathan Braun, our Chief Executive Officer. Dr. Lane is currently
serving as the Center's chairman, Mr. Braun is the Center's president and Marc
D. Leve, our Vice President-Legal Affairs, general counsel and Secretary is also
an officer of the Center.
We have entered into exclusive license agreements with the Center and Mr.
Braun, personally. Each of the agreements has substantially similar terms. The
agreements afford us a 25-year exclusive license for unlimited use of (i) 95
different Internet Web site addresses (domain names) owned by the Center,
including the name of our premier network, foreignTV.com. and (ii) 36 different
addresses owned by Mr. Braun, including the name of our corporate home page,
medium4.com, and the name of our networks, nicheTV.com and streamingusa.com.
These 135 names constitute less than 10% of the approximately 1,500 domain names
that we currently use or plans to use.
Our exclusive license includes the right to sublicense the use of the
Internet names to others. These agreements require us to pay the Center or Mr.
Braun, as the case may be, an annual license fee of $600 per address for each of
the first five years of the 25-year term, increasing by 5% a year thereafter
through the 13th year, by 7% per year thereafter through the 21st year, by 10%
per year through the 24th year and at a rate of $2,500 per address for the final
year. These fees are payable irrespective of whether or not we use any or all of
such addresses.
The annual payment by us to the Center, initially will be $57,000,
increasing to $237,500 for the final year. Our payment to Mr. Braun, initially
will be $21,600, increasing to $90,000 for the final year. In addition, we are
obligated to pay an annual maintenance fee for the addresses, currently $35 per
address, to InterNIC Registration Services for the 25-year term of these
agreements. We are also obligated to indemnify the Center and Mr. Braun against
any and all claims asserted against either of them relating to our use of the
addresses.
The licenses will automatically renew upon their scheduled expiration for
additional terms of 25 years unless we, the Center and/or Braun agree otherwise.
However, we may unilaterally terminate either license at any time by paying the
Center or Braun, as the case may be, a sum equal to (i) the aggregate license
fees payable to such licensor in the year in which we terminate the respective
license and (ii) the aggregate respective license fee we would have been
required to pay in the immediately subsequent year.
The Center and Mr. Braun have agreed that for the term of our licenses,
they will not register any further addresses containing the letters "TV" or
stating or implying streaming or any other similar aspect of our business.
Moreover, should they license any further addresses to us for our exclusive use,
our license fee shall be equal to the initial registration fee paid by licensor
for its rights to such addresses.
Although we believe that the terms of the respective licensing arrangements
are no less favorable to us than those we could have negotiated with persons
having no relation to us, these arrangements should be viewed by investors as
being non-arms-length in their nature.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this Report or amendment thereto be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 28, 2000
MEDIUM4.COM, INC.
By: /s/ Marc D. Leve
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Marc D. Leve, Secretary
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