U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 13, 2000
COMMISSION FILE NUMBER: 000-28481
DIGITAL VIDEO DISPLAY TECHNOLOGY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 86-0891931
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
590 MADISON AVENUE- 21ST FLOOR
NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 521-4075
NONE
--------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT.
Pursuant to an Agreement and Plan of Merger, dated March 17, 2000, on March 20,
2000, Digital Video Display Technology Corp. ("DVDT" or "Registrant"), issued
20,000,000 shares of it restricted Common Stock, par value $.001, to eMedia3,
Inc., a California corporation, in consideration for all of the outstanding
shares of stock of eMedia3, Inc. This issuance was in conjunction with a merger
transaction between DVDT and eMedia3,Inc., as more fully described in Item 2,
below. This was a stock-for-stock transaction and involved no cash.
As a result of this stock issuance, the former sole shareholder of eMedia3,
Inc., R.A. Moss, and 4 key employees who received a portion of the 20,000,000
shares issued to eMedia3, Inc., now have beneficial ownership, directly or
indirectly, of 47% of the total outstanding shares of DVDT. Mr. Moss
individually owns 9,250,000 shares, or 22% of the total outstanding shares of
DVDT. Prior to this transaction, no single person had control of the shares of
DVDT. DVDT is not aware of any arrangements, the operation of which may result
in a further change in control of DVDT, as contemplated by Item 403(c) of
Regulation S-K. nor are there any arrangement or understandings among members of
the former and new control persons and their associates with respect to the
election of directors or other matters, except as set forth in the Agreement and
Plan of Merger, which provides for certain new and additional officers and
directors in conjunction with the merger.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 2000, DVDT acquired, by merger, 100% of the total outstanding
shares of stock of eMedia3, Inc., a Delaware corporation, in exchange for
20,000,000 shares of DVDT's restricted Common Stock, par value $.001. the amount
of the consideration was determined by the parties based on their agreed-upon
value of the intellectual property assets owned by eMedia3, Inc. This was a
share exchange and no cash was involved.
The transaction was pursuant to an Agreement and Plan of Merger ("Agreement").
The sole owner of the total outstanding shares of eMedia3, Inc., was Randy A.
Moss, who was also the sole officer and director of eMedia3, Inc., and pursuant
to the Agreement, became a Director and the Chief Operating Officer of DVDT.
The assets of eMedia3, Inc., consist of intellectual property, including the
following:
INTERNET WEB SITES
1) 4 Just Odds
2) Premiere Poster
3) Digital Video Music (5 sites)
DOMAIN NAMES
1) E-Media3.com
2) E-Media3.net
3) E-Media2.com
4) E-Media2.net
5) 4justodds.com
TECHNOLOGY
1) Various patents to be applied for in the name of DVDT and other
intellectual property.
DVDT intends to integrate these assets into its business operations.
<PAGE>
There are no material relationships between Mr. Moss and the registrant or any
of its affiliates, any officer or director of the registrant, or any associate
of any such officer or director, save and except for an employment agreement
entered into by and between DVDT and a separate corporation owned by Mr. Moss,
as fully described below. This agreement was entered into concurrent with the
merger described above.
Although the Agreement was entered into on March 17, 2000, the conditions to
Closing, as set forth in Paragraph 6.01, were not satisfied and completed until
May 30, 2000, the Closing Date. A copy of the Agreement and Plan of Merger is
included as an exhibit to this filing.
Mr. Moss also, by and through A-Infocom, Inc., a California corporation, entered
into an Engagement Agreement with DVDT, which sets forth the terms of employment
of Mr. Moss by DVDT, by and through A-Infocom, Inc. Mr. Moss is the sole
officer, director and shareholder of A-Infocom, Inc.
A copy of the Engagement Agreement is included as an exhibit to this filing.
ITEM 5. OTHER EVENTS.
As a result of the merger described in Item 2, above, the nature of DVDT's
business operations will be modified, as follows:
BUSINESS OVERVIEW
DIGITAL VIDEO DISPLAY TECHNOLOGIES CORPORATION ("DVDT") INTENDS TO BE A NEW
MEDIA COMPANY PROVIDING SPECIALIZED CONTENT-(HIGH-RESOLUTION DIGITAL VIDEO MUSIC
AND AUDIO, INTERACTIVE MEDIA, SPORTS CONTENT, ETC.) ON-DEMAND. THE COMPANY IS
UTILIZING DIGITAL TECHNOLOGY IN AN EFFORT TO REVOLUTIONIZE THE DELIVERY OF
ENTERTAINMENT CONTENT AND MERCHANDISE TO THE CONSUMER - PROVIDING A MULTIMEDIA,
INTERACTIVE ENTERTAINMENT EXPERIENCE FOR A CONSUMER IN THE DIGITAL AGE. OUR
PRINCIPAL PRODUCT AND MODE OF DELIVERY WILL BE A VIDEO JUKEBOX.
We intend to engage in the following four primary areas of business activities,
each of which is discussed more fully in the section called "Business-General"
below:
The design, manufacture, and distribution of location-based Interactive Video
Music/Merchandising Centers (VIDEO JUKEBOXES)
The creation and acquisition of original and unique electronic entertainment
content
The deployment of entertainment-based broadband Internet web sites
The research, development and utilization of New Media technologies
BUSINESS-GENERAL
Using content-on-demand digital technology, DVDT's operations are divided into
two divisions: Video Jukebox Division and Interactive Media Division.
Video Jukebox Division
This division is focused entirely and exclusively on the development of VIDEO
JUKEBOXES.
DVDT's core business will be the design, manufacture, distribution and sale of
its Interactive Video Music/Merchandising Centers (VIDEO JUKEBOXES) to provide
CONTENT-ON-DEMAND to bars, restaurants and other entertainment establishments.
Utilizing advanced multi-stream advertising and remote digital video server
technologies, DVDT's VIDEO JUKEBOXES deliver DVD quality music videos,
advertising, specialty promotional
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merchandise, interactive consumer communications and e-commerce capabilities via
a remote high-speed DSL/Server network. Simply stated, not only can patrons
purchase music selections, VIDEO JUKEBOXES actually enable customers to buy
products and services as they would on the Internet.
The Video Jukebox (location based unit) is a digital
content/advertising/programming storage unit that is constantly being updated
from the centralized server network. The company's centralized server controls
and provides these remote location based units with interactive content,
merchandising, advertising and promotions for the consumer. DVDT's server side
technology allows us to customize the content at a given venue on the fly from
remote server locations based on a given audience's demographics. At the same
time, our technology allows advertisers to tailor their messages quickly and
easily based on the same audience's characteristics. The speed and ease with
which delivered content can be refined is one of the VIDEO JUKEBOX's greatest
strengths.
Utilizing advanced multi-stream advertising and remote server technologies,
DVDT's VIDEO JUKEBOXES combine all of the strengths of conventional jukeboxes
with the advantages of high-speed Internet connectivity to instantly deliver
DVD-quality music videos, live broadcasts, interactive advertising and
e-commerce. The VIDEO JUKEBOXES will even print cross-promotional coupons,
vouchers and tickets.
Video Jukebox Revenue Components
WE PROJECT OUR REVENUES FROM OUR VIDEO JUKEBOX DIVISION WILL BE DERIVED FROM
THREE PRIMARY SOURCES, IN THE FOLLOWING PERCENTAGES:
1) Manufacture and Sale of Units (40%)
2) Advertising, Merchandising (E-Commerce), and promotions (54%)
3) Specialty Programming (6%).
VIDEO JUKEBOX Product Development in 2001
In 2001, we anticipate developing three principal new products which we believe
will serve our projected markets:
HDTV model of the VIDEO JUKEBOX
Sports Interactive Unit
Theatre Lobby Merchandising Unit
Interactive Media Division
==========================
The Interactive Media Division is comprised of three separate departments:
1) NETWORK OF BROADBAND WEBSITES
In addition to its location-based VIDEO JUKEBOXES (Closed Delivery System), DVDT
also intends to deliver its entertainment content to a network of web sites
(Open Delivery System). Initially focusing primarily on unique sports news, data
and analysis, DVDT's Open Delivery System will eventually offer downloadable
videos, live sporting events and interactive entertainment via the Internet. By
organizing the company into Open and Closed delivery channels, DVDT has created
a content on-demand network whose time has come.
SPORTS
Headquartered in Las Vegas, Nevada, DVDT's Sports Division will consist of an
extensive and sophisticated network of sports entertainment websites all linked
to 4JustOdds.com. Catering to everyone from the casual fan to the die-hard
sports fanatic, 4JustOdds.com features real-time Las Vegas and foreign sports
book odds, breaking sports news, daily features, league trends, and statistical
analysis for every major domestic and international sporting event. From
football and basketball to Jai Alai and horse racing, DVDT's network of
entertainment websites will be the premier online source for real-time sports
news, data, and analysis.
Content from these web sites will be directly transferable to the sports
interactive video display units.
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ENTERTAINMENT Our entertainment related web sites are planned offering
specialized content and programming.
MUSIC
Five planned broadband music web sites will turn an Internet user's home
computer into a digital VIDEO JUKEBOX.
2) DVD & CD MUSIC VIDEOS, AUDIO & MULTIMEDIA MINI DISKS
DVDT has developed a mini CD-ROM approximately the size and shape of a business
card that fits into a standard computer slot. These web cards can be used to
store a multi-media presentation as well as a direct link to a client's web
site. This unique marketing tool is highly versatile as a promotional vehicle
and will also be used in the development of the Digital Video Music Sites.
Specialized portable programming (same as the VIDEO JUKEBOX) creates an
interactive look and feel for multimedia and video presentations.
3) CONTENT PROVIDER
TRUE CONTENT DELIVERED INSTANTLY ON-DEMAND
DVDT intends to deliver its unique entertainment content via two electronic
channels: VIDEO JUKEBOXES (Closed System) and a network of broadband websites
(Open System).
WHOLESALE SPORTS CONTENT
DVDT intends to provide specialty Internet content (mainly developed from the
sports division's web sites) for transport into other web sites.
Interactive Media Revenue Components
WE PROJECT OUR REVENUES FROM OUR INTERACTIVE MEDIA DIVISION WILL BE DERIVED FROM
THREE PRIMARY SOURCES, IN THE FOLLOWING PERCENTAGES:
1) Broadband Websites (70%)
2) DVD/CD Mini disks (10%)
3) Content Provider - Wholesale (20%)
Service and Support
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The VIDEO JUKEBOX system will be sold with a content, service, maintenance, and
management contract which will be subcontracted to an independent third party.
Company has been verbally negotiating with several large, well-established
independent service organizations which offer seven-day a week, 24-hour a day
maintenance and service. Company feels service will be a primary concern to
location owners who have installed or are contemplating installing a jukebox.
Industry Background
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Currently, the conventional jukebox industry generates over $2.5 billion per
year in coin drop revenues in the United States alone (Vending Times,
1998).There are approximately 350,000 jukeboxes operating in the United States.
The average jukebox generates revenues of approximately $600 per month based on
1,800 selections played. Currently there are approximately 50 large distributors
and 7,500 operators managing this business.
The business model for the jukebox industry has been under tremendous pressure
over the past five years due to the emergence of broadcast music video, video
game narrowcast networks, and other media competing for the attention of
consumers. In addition, certain basic economic factors must be considered in
evaluating any entry into the jukebox industry, which are set forth below:
o The cost for audio plays has remained static at three plays for a $1.00.
(This number is trending downward to as low as 5 plays for $1.00.)
o The average play time of a jukebox is 7,200 minutes per month, based on
1,800 plays within a 13 hour day, six days a week. The total playtime
possible within this timeframe is 20,280 minutes.
o A cost efficient video jukebox does not exist in the market today.
<PAGE>
o Service, maintenance, and content-update costs continue to rise.
o Theft, and pilferage continue to be on the rise.
o Intense competition for prime locations continue to erode operating margins.
Any entrant into the jukebox industry must be prepared to operate within these
parameters and to cooperate with the current distributors, while at the same
time introducing cutting edge technology into the industry to obviate potential
competitive technologies. Today, in this industry, jukebox manufacturers all
suffer from technological obsolescence.
Competition
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Company's primary competitors are manufacturers of conventional jukeboxes. The
largest manufacturers of conventional jukeboxes and their estimated market share
as of 1997 are the following companies:
Rowe International, Grand Rapids, Michigan: 40%
NSM America, Bensenville, Illinois: 25%
Rock-Ola Manufacturing, Torrance California: 25%
Wurlitzer Jukebox, Gurnee, Illinois: 10%
Company has not been able to identify any competitors with technology comparable
or similar to the VIDEO JUKEBOX system . However, all of Company's primary
competitors are substantially larger and have significantly greater financial
resources than Company. In addition, their distribution channels are fully
established and their brand names are well-known.
In 1997, manufacturers sold approximately 22,000 jukebox units for a total
retail value of $132 million. The average retail price of a jukebox, loaded with
content, was $6,000 per unit.
Company has identified other competition for the VIDEO JUKEBOX system, primarily
from audio music private networks, cable and satellite. Examples are MTV,
MuchMusic, and VH1. Because these companies have entirely different distribution
and pricing models than the conventional electro-mechanical jukebox companies,
direct comparisons cannot be made.
Marketing Plan
--------------
Company intends to aggressively market the superior technology of the VIDEO
JUKEBOX System. Its initial goal is to replace approximately 10%-15% of the
350,000 conventional jukeboxes located primarily in bars and restaurants with
the VIDEO JUKEBOX system within the next 3 years, as more fully described below.
Company believes it can accomplish this goal by forming business relationships
with the top distributors in the jukebox industry by offering a unique split of
the coin drop revenues generated by the VIDEO JUKEBOX system, thereby enhancing
the total revenue generated by its partners within the industry. However,
Company has not yet formed any such business relationships. Company will also
attempt to expand the market for the DVD Juke System beyond bars and restaurants
to fast food restaurants, colleges, shopping centers, etc.
The incentives provided to distributors for forging such relationships will be
(i) significant new revenue potential from their distribution network, (ii)
exclusive territorial boundaries granted by Company, thereby ensuring maximum
penetration of the new product, (iii) long-term access to new video products and
(iv) access to the entertainment, e-commerce business. In addition, the Company
has attempted to address some of the current problems of the industry as
follows:
**By providing video, the cost per play can be increased to two selections for
$1.00, thereby increasing the pay-for-play revenue
<PAGE>
**Because the VIDEO JUKEBOX system includes video, it can offer 600 minutes per
month of prime time consumer and brand advertising.
**The company can offer off-peak customized content of 12,480 minutes at
Internet prices ($15.00 per hour).
**The VIDEO JUKEBOX system will retail at comparable prices to the standard
jukebox
**The entire system is networked for cost effective remote diagnostics and
downloading of content, reducing infrastructure.
**The distributors and operators will be able to remotely access each VIDEO
JUKEBOX system, ensuring security and optimum management.
**The industry will have a state-of-the-art product for their locations that is
revenue generating, versus subscription or cost.
**The distributors will have a product that they can expand into many new
channels of distribution, such as hotels, malls, and fast food restaurants.
The Company intends to work closely with its distributors in marketing the VIDEO
JUKEBOX system to the bars and restaurants that commonly have jukeboxes.
The Company is also in the process of introducing the VIDEO JUKEBOX system to
several national brand name advertisers, most of which have requested a
demonstration. To date, presentations have been made to several potential
Advertisers. The response of these advertisers has been positive and discussions
are currently under way with various advertisers to become sponsors of the VIDEO
JUKEBOX system. However, no such sponsors have entered into agreements to date.
Trade Shows: The Company will participate as an exhibitor to demonstrate the
VIDEO JUKEBOX system and issue new product releases at selected national and
international trade shows sponsored by the Amusement and Music Operators
Association (AMOA) and Amusement Showcase International (ASI). Company considers
the following Year 2000 trade shows to be excellent venues in which to
demonstrate its VIDEO JUKEBOX system: the Point-of-Purchase Advertising
Institute Show, the Annual Nightclub and Bar Show, the Family Entertainment
Centers Show, and the International Amusement Parks and Attractions Show. Other
possible venues will include the National Restaurant Show, the Convenience Store
Show, the American Hotel and Motel Show, and the International Shopping Center
Show.
Trade Publications: A number of print media opportunities exist for promoting
the VIDEO JUKEBOX system in order to communicate the superiority of the VIDEO
JUKEBOX system compared to conventional jukeboxes. These publications include
Replay Magazine, Playmeter Magazine, Vending Times, Street Beat Magazine,
Nightclub and Bar Magazine and Fun World Magazine. Company intends to advertise
its VIDEO JUKEBOX system in some or all of these publications to promote the
product.
Promotional Video and Informational Kit: The Company intends to produce a
promotional/informational video describing the VIDEO JUKEBOX system and its
features, benefits and values. A brochure and informational kit will also be
created summarizing the features of the VIDEO JUKEBOX system. The materials will
differentiate the product from its competitors' products outlining the
advantages and superiority of the VIDEO JUKEBOX system over conventional
jukeboxes.
Manufacturing and Distribution
--------------------------------
The Company has established business relationships with some distributors in the
jukebox industry and has verbal agreements with certain distributors to market
the VIDEO JUKEBOX system to the locations that they service.
<PAGE>
Licenses
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Company is actively pursuing license agreements with several record companies
for the right to display music videos. Company does not expect to incur a cost
for such rights, but rather, in exchange for the right to display their videos,
Company is offering record companies programming information such as play lists
compiled by the VIDEO JUKEBOX system and cross-promotions. As an example of the
latter, every time a certain music video by a well-known artist is selected by a
customer, Company will program the VIDEO JUKEBOX system to also play at no
additional cost a music video by an unknown artist that the record company is
attempting to promote. Additionally, since music videos are primarily considered
promotional materials by the record companies, as opposed to revenue generating
assets, Company expects to obtain the rights to display music videos on the
VIDEO JUKEBOX system at no cost to Company.
In accordance with The Copyright Act of 1976, as amended, Company is not
required to obtain licenses to stock the audio content of the VIDEO JUKEBOX
system. Payment of a performance royalty is required for the songs played over
the VIDEO JUKEBOX system; however, this fee is the responsibility of the
location owner and Company has no responsibility for this fee or for obtaining
performance licenses for the locations.
Company also intends to expand the scope of its content licenses and obtain
licenses that will enable it to display sports highlight films, comedy clips and
pay-per-view events on the VIDEO JUKEBOX system.
BUSINESS TRANSACTIONS AND ACTIVITIES
The Company has established various business relationships which it feels will
help further its business plans and objectives. These include:
o Applying for 16 patents of its open and closed system technologies.
o Investigating potential acquisitions of several rapidly growing companies
developing vertical technologies.
o Entered into a contract with OpenPhase Inc. to develop and implement a high
speed/custom content management system..
o Negotiating for the licensed use of video content from the big six record
companies associated with the jukebox industry. This agreement will be
expanded to include the pay-for-use (purchase) video retail market.
o Plan to design & implement 5 Broadband web sites (three high-speed Internet
web sites and two other entertainment related web sites). These sites will
offer both a marketing and internet development tool to illustrate the
merging of closed and open systems for advertisers and consumers.
o Established a Sports Content Division for specialized and interactive sports
information and content.
<PAGE>
BUSINESS RELATIONSHIPS
The Company has established various relationships which we believe will help
further our business plans and objectives. These include relationships with the
following companies:
Openphase (subsidiary of G-Bay, Inc.)
Openphase will provide DVDT with customized software for server and database
management, and the delivery and tracking of content to the location based VIDEO
JUKEBOX. This includes video, audio, multi-media and interactive. DVDT currently
has a development contract for the server/database management component of the
network.
DVDT is currently in discussions with G-Bay, Inc. for a percentage interest in
Openphase. If successful, this would increase the Company's programming and
networking capabilities and its access to the rapidly growing server/content
management market.
Soundelux
DVDT has entered into negotiations with Soundelux to provide content to two
planned DVDT web sites as well as technical, advertising sales and marketing
services.
Soundelux is interested in working with DVDT to introduce a modified VIDEO
JUKEBOX for use in movie theatres as a merchandising media center.
Digex, Inc.
Digex, Inc. hosts DVDT's server requirements and provides a number of mission
critical services, including expandability, backup and data management for
Europe.
LAS VEGAS DISSEMINATION COMPANY ("LVDC")
LVDC has agreed to provide DVDT with real time horse racing odds and access to
certain live horse racing video feeds for use on the web and at the location
based VIDEO JUKEBOX units.
BLOOD STOCK RESEARCH INFORMATION SERVICE, INC. ("BRIS")
BRIS has agreed to provide DVDT with exclusive information and content for its
sports related web sites. In return DVDT will feature BRIS products for a
commission on all sales derived from DVDT.
CDM/Primary Networks
CDM is a premier fantasy sports management company and developer of fantasy
sports games.
CDM has agreed to work with DVDT to develop a series of sports fantasy games to
be offered on the DVDT web sites. Included in this development will be a series
of fantasy sports games aimed at the European market. CDM will also provide
content for DVDT web sites.
PLANNED FUTURE EXPANSION
Market Penetration
It is estimated that by the end of 2002, DVDT will have 30-50,000 VIDEO
JUKEBOXES in place for distributors. These are replacements for the
approximately 350,000 location based Jukeboxes, of which DVDT plans to have
10-15% of the locations in three years. The motivation for these replacements
will be the significantly higher revenue generated through advertising revenue
and merchandising of VIDEO JUKEBOXES.
<PAGE>
Bar-Top Sports and Entertainment Location Based Unit
o Sports gaming and programming
o Sports News and information system
o Real time odds
o Fantasy Sports Games
This niche market holds a tremendous growth potential for the company. Key to
this market lies in the development of joint sales with the VIDEO JUKEBOX
product.
Theatre Media Centers - (for Movie theatre lobbies)
o DVD quality video and audio
o Movie trailers, movie music videos, and merchandising station
o Order merchandise through the kiosk with cash or credit card
o Linked theatres for special promotions and events
o Central Server programming and control
This media center offers the consumer the ability to buy movie theme merchandise
with cash or credit card. We intend to be strategically located in the lobbies
of theatres, where we believe the centers will become an electronic point of
purchase mechanism that is both entertaining and fun for consumers.
High Speed Web Sites for Entertainment based Content-on-Demand
o Sports Odds Web Site(s)
o Premiere Poster Entertainment Web Site
Digital Video Web Sites - Specialty Content Streaming and Downloadable Videos
o Five planned specialty broadband websites
FORWARD-LOOKING STATEMENTS
Certain information included in the foregoing business disclosure materials
which are not purely historical are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"),
including DVDT.'s beliefs, expectations, plans, hopes or intentions regarding
the future. All forward-looking statements are made as of the date hereof and
are based on information available to the Company as of such date. It is
important to note that actual outcome and the actual results could differ
materially from those in such forward-looking statements. Words such as "plan",
"expect", "anticipate" and "intend" indicate forward-looking statements. Factors
that could cause actual results to differ materially include risks and
uncertainties such as technological, legislative, corporate and marketplace
changes. Such forward-looking statements may also relate to the future
anticipated direction of the video entertainment industry, plans for future
expansion, various business development activities, planned capital
expenditures, future funding resources, anticipated sales growth and potential
contracts. These forward statements are subject to a number of known and unknown
risks and uncertainties that could cause actual operations or results to differ
materially from those anticipated. DVDT relies on the safe-harbor provisions of
the PSLRA in making these disclosures.
MANAGEMENT
Concurrent with the merger, DVDT has installed new officers and directors.
Background of the current officers and directors is as follows:
<PAGE>
Lee Edmondson - Mr. Edmondson has been the President and Chairman of the Board
of Directors of the the Company since January 1999. From April to November,
1998, he was CEO and a Director of VTI Acquisition, N.V., a privately-held
research and development firm. From 1994 to 1997, he was Manager and a Director
of Software Control Systems International Inc. He has been involved in several
retail kiosk and multi-media companies since 1986. In 1998, he assisted in the
formation of Digital Video Display Technology and is responsible for the
formative activities of the commercialization of the products and business. He
devotes full time to the business of the Company.
Marilyn G. Haft - Ms. Haft has been the Secretary, Treasurer, Executive Vice
President and a Director of the Company since January 1999. From October 1998,
she has also been Of Counsel with The Marshall Firm, in New York City, New York.
From March 1996 to December 1997, she was a Partner with Look Here Pictures,
Inc. in New York. From June 1994 to March 1996, she was General Counsel for
Dover Film Finance Group Ltd., a financial services company that provides
short-term funding requirements for major film studios, independent film
producers and distributors, cable and record companies. In that role, Ms. Haft
acted as a liaison with the CEOs and CFOs of film companies, guiding them
through the financing structure, and conducted due diligence on all contractual
and cash flow aspects of film distribution from theatrical, home video, pay and
free television, pay-per view and ancillary rights. She also oversaw all legal
issues and documentation for Dover programs..
Ms. Haft was a law partner of Tanner, Propp & Farber, a partner of Fischbein,
Badillo, Wagner and Itzler and Of Counsel to Summit, Rovins and Feldesman. She
also acted as a test case constitutional law litigator on the national level for
a period of six years. Ms. Haft served in the Carter Administration in the
following capacities: Associate Director of the Office of Public Liaison in the
White House, Deputy Counsel to Vice President Walter Mondale in the White House
and U.S. Representative to the United Nations. She ran the New York City primary
campaign for Carter/Mondale in 1980.
She has been an award-winning independent film producer and worked at NBC News
and ABC News on content and production. She is also an author of general
non-fiction works, including legal works. She has been an adjunct professor of
law at New York University School of Law and is an adjunct professor at NYU's
Tisch School of the Arts Graduate Film and TV program where she teaches
entertainment law and business to third year film graduate students. Ms. Haft is
a graduate of the New York University School of Law and a member of the bar in
New York State, the District of Columbia and the U.S. Supreme Court. She
received a B.A. in 1965 from Brooklyn College and her J.D. from New York
University in 1968. She devotes her time as required to the business of the
Company.
R. A. MOSS - CHIEF OPERATIONS OFFICER AND DIRECTOR
R. A. Moss is the founder of Aspyre Internet Group and A-INFO.COM. An expert in
Internet technology, design and marketing, Mr. Moss has developed major Internet
projects for Majel Roddenberry (Star Trek), Wyland (environmental art), a major
mortgage banking company, and MARKETINFO.COM (a small cap stock resource
clearinghouse), not to mention several online sports information web sites. Mr.
Moss has been engaged in the referenced business activities for over 5 years and
will devote full time to the business of the Company.
KEITH HAWKINS - VICE PRESIDENT -NEW BUSINESS/PROJECT DEVELOPMENT AND DIRECTOR
Keith Hawkins worked as a New Media Consultant for both MGM and Universal. A
veteran of web-based entertainment, in 1996 Mr. Hawkins produced the first ever
100% live cyber-concert from a Hollywood venue (Slayer at the Whiskey Ago-go).
Currently, Mr. Hawkins is developing several computer products for licensing
with Paramount, Mattel, MLB, the NBA, and Star Trek. Together with Mr. Moss, Mr.
Hawkins developed a cutting-edge Internet presence for several nightclubs on
Hollywood's famous Sunset Strip. Mr. Hawkins has been involved in the referenced
business activities for over 5 years and will devote full time to the business
of the Company.
RICHARD DAVIS - VICE PRESIDENT -INTERNET & NETWORK TECHNOLOGY
Richard "Stien" Davis is the founder of Max Appeal Designs, a recognized pioneer
and leader in the design of CD mini disks, a digital, interactive
sales/marketing vehicle the size of a business card, capable of delivering
sophisticated multimedia presentations on most CD players. Mr. Davis has been
engaged in Max Appeal Designs for over 5 years and will devote full time to the
business of the Company.
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KEY EMPLOYEES
In addition to the new management personnel, the merger also enabled DVDT to
acquire additional key employees, as follows:
GINA CAVALIER-KING - DIRECTOR OF NEW BUSINESS
In 1989, Gina Cavalier started at The Walt Disney Studios as an assistant buyer
in the Licensing and Merchandising department. There she worked on a wide range
of Disney programs and properties creating new and exciting promotional
merchandise for giveaways and the retail marketplace. She then accepted a
position at 20th Century Fox in their Promotional Tie-in and Product Placement
division for Television and Feature Film releases working on such projects as
"TRUE LIES", "THE PAGEMASTER", "MRS. DOUBTFIRE", and "NYPD BLUE".
Gina's entrepreneurial drive took her into radio, LIVE on KIEV 870 AM in Los
Angeles, where she created and produced THE NATIONAL A&R RADIO REPORT. This
show, exposed unsigned artists to the listening public, as well as catered to
the recording industry. The show aired candid interviews with artists such as
BRIAN SETZER, CHEAP TRICK, MOTORHEAD, and NIRVANA as well as industry
professionals such as songwriters, producers, and record executives. The show
gained instant acclaim and was syndicated to Phoenix, Arizona and Las Vegas,
Nevada. Gina sold NARR and opened her own print and commercial modeling agency
named, appropriately, CAVALIER MODELS & Talent. Her company discovered and
developed new talent, and assisted in placing each client in their bests-suited
market. During her time with the modeling agency, Gina wrote a fashion column
for a college publication, CAMPUS CIRCLE MAGAZINE, which circulated throughout
Southern California.
Gina went to work for an actress/director/writer Diane Ladd where she was given
the chance to take hone her writing skills as she assisted Mrs. Ladd in
transcribing her memoirs for her autobiography and re-writing a script for a
feature release. This lead to a position handling the GENE RODDENBERRY ESTATE
(STAR TREK FAME) after his passing to help Mrs. Roddenberry develop and produce
a pilot that he had written entitled EARTH: FINAL CONFLICT, currently syndicated
and airing on the WB. An episodic treatment for the show represents Gina's first
collaborative effort with current writing partner Keith Hawkins. She devotes
full time to the business of the Company.
Gina moved to Soundelux /Liberty Media working with founders Wylie Stateman and
Lon Bender (Oscar award winning sound editors) as Office Manger. She was soon
promoted to Internet Marketing manager for its newest division Cyberbuzz she
developed and promoted feature films, television, and musical artists. Within 8
months this division was running at a profit margin of almost 60%, and had made
deals with major studios to work on numerous projects to insure the life of the
department. Gina has accepted a position with DVDT as Director of New Business.
STACEY LAUREN - INTERACTIVE MEDIA DIRECTOR
Ms. Lauren is the owner and founder of Lauren Design, an entertainment
advertising and design firm specializing in the generation of key art,
brochures, corporate identity, multimedia press kit CDRoms, and packaging. Ms.
Lauren lists the following among her esteemed clients: Paramount Pictures,
Universal Studios Hollywood, Universal Domestic Television, Rysher
Entertainment, Overseas Film Group/First Look Pictures, Ameristar Casinos,
DIRECTV, Bijan Fragrances, Activision Entertainment, Inc., Sherman Oaks
Hospital, and the ACLU. She devotes her time as required to the business of the
Company.
KEITH GLANTZ - DIRECTOR SPORTS DEVELOPMENT
Mr. Glantz is the owner and president of Sports At A Glantz, Inc., a sports
consulting firm currently servicing The Stardust Hotel & Casino, The Las Vegas
Hilton, Caesars Palace, Bowman International, CRIS Sports and Caribi Sports. Mr.
Glantz has been the Official Oddsmaker for The Associated Press since 1983 (The
Glantz/Culver Line), for Sports Eye publications since 1989 (College & Football
Newsweekly, Sportsform, The Platinum Sheet and The National), and for The Sports
& Info Link division of DTN (Data Transmission Network). For 12 years Mr. Glantz
was the Race and Sports Book Director and Oddsmaker at the Palace Station Casino
in Las Vegas. He opened the Race and Sports Book at the Hard Rock Casino. He
devotes his time as required to the business of the Company.
KELSO STURGEON - SPORTS MARKETING
Mr. Sturgeon is a former Director of Public Relations and Marketing at four
major Thoroughbred racetracks: Churchill Downs, Pimlico, Laurel Park and
Arlington Park. While at Churchill Downs and Pimlico, Mr. Sturgeon handled
public relations, publicity and marketing for The Kentucky Derby and The
Preakness. Mr. Sturgeon is a
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former Regional Sports Editor for The Associated Press and has written several
books on the subject, including THE COMPLETE GUIDE TO SPORTS BETTING, published
by Harper & Row. Mr. Sturgeon has testified before the United States Congress on
the subject of sports betting and regularly testifies in court as an expert
witness on the subject. He devotes his time as required to the business of the
Company.
JULIE HAWKINS - ART DIRECTOR
Ms. Hawkins studied Illustration and Graphic Design at the Otis/Parsons School
of Design. After receiving her B.F.A. from Otis/ Parsons, Ms. Hawkins went on to
free lance as a Graphic Designer for various companies and clients. Some of her
most resent accounts have been with The Beverly Hills Polo Club, LA Gear, O.P.,
Converse, and Knock Out Clothing. Before becoming Cooperate Art Director for
DVDT Ms. Hawkins was Associate Creative Director at ACI International. She
devotes her time as required to the business of the Company.
GRACE BALNIS - LEAD PROGRAMMER - HTML
Ms. Balnis is the owner and founder of Grace Graphics, a print/web design
company located in Los Angeles. For the past 5 years, Ms. Balnis has deigned for
both print and online media. A graduate of the Academy of Art College, San
Francisco, her projects include the full development of websites, corporate
identities, layouts for magazines and CD designs. She devotes her time as
required to the business of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Financial statements for eMedia3, Inc. and pro forma financial information will
be filed within 60 days of the date of this report.
Exhibits attached pursuant to Item 601 of Regulation SK:
(1) Exhibit 2(a) - Agreement and Plan of Merger
Exhibit 2(b) - Subscription Agreement
(2) Exhibit 10 - Engagement Agreement
