SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MAY 8, 2000
DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-9311 87-0269260
(State or other (Commission File Number) IRS Employer
Jurisdiction Identification Number)
of incorporation)
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2660 TOWNSGATE ROAD, SUITE 725, WESTLAKE VILLAGE, CA 91361
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(805) 496-2186
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Also See Item 3, Changes in Management. Pursuant to the Registrant's Third
Amended Chapter 11 Plan of Reorganization, David A. Kekich and Ely Jay Mandell
resigned and Bernie Budney, (Executive Vice President and Director), Brad
Bartilson (Director), Rex Crim (Director) were duly elected to the Board of
Directors on June 19, 2000. Mr. Christopher Ericksen submitted his resignation
as proposed President and CEO to the Board of Directors on May 10, 2000, due to
time constraints and other personal and business commitments. The Board of
Directors had unanimously elected Mr. Lewis I. Williams 4th to the position of
President and CEO effective June 19, 2000. Below is a brief description of each
new Board Member's background:
Lewis I. Williams 4th - President and Chief Executive Officer, Director - age
50, has been a Director and Chief Executive Officer of Arch-Will Enterprises,
Incorporated alternatively ("AWE") since 1985. AWE is a minority owned holding
company committed to the establishment and development of an effective economic
and/or financial infrastructure within the disadvantaged and minority
communities by promoting and supporting a diverse range of minority owned,
private sector business development initiatives with AXXESS Paradigm Partners
serving as (a) a merchant banking operation providing management consulting,
investment banking and corporate finance advisory, and (b) as a financial,
marketing and operations management company providing development, distribution,
and operations management services on a contractual basis. Mr. Williams is also
a Partner serving as Chief Financial Officer for Corbis/NewCo, the first
minority owned insurance and financial services brokerage operation with
nationwide and international distribution and support capabilities. Mr. Williams
has served as an independent management and financial consultant to the
manufacturing, engineering services, and financial services industries. Past
engagements have included: corporate finance transaction advisory; management
consulting; designing and implementing cash management, managerial accounting,
project management and financial planning and control systems. Mr. Williams is
experienced in providing accounting and production management systems, strategic
planning services and structuring and securing equity and debt financing
facilities for middle market businesses. As a corporate finance generalist Mr.
Williams had primary responsibilities for the communications,
insurance/financial services, transportation and public utilities industrial
sectors. Past transaction related engagements have included: acquisitions,
determination of optimal capital structure, divestitures, mergers, private
placements, re-capitalization and valuations. His educational background
consists of an AB from Stanford University, a SM in Management from the
Massachusetts Institute of Technology, and a MA (Economics) and an ABD
(Accounting and Information Systems) from Northwestern University.
Bernie Budney - Executive Vice President, Director - Bernie Budney, age 39, has
been the President of Millennium Information Systems Inc. (formerly a division
of Telus Advertising Services, now DataNet Information Systems Inc., (an
Investee of the Company)) since 1995. From 1993 until 1995 he was President of
OK Tires & Affordable Auto Center. Mr. Budney's educational credentials include
an Honors Economic Degree from the University of Alberta in 1984. He is also a
member of the Society of Registered Industrial Accountants, RIA Program.
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Brad Bartilson - Director - Brad Bartilson, age 42, has over 18 years of
business experience in computer technology, cultivated in an environment in
which his team has patented technologies and transferred the technology into
products. Mr. Bartilson holds nine Patents to his own credit in areas including
thermal, power and interconnect technologies. Mr. Bartilson is currently
employed (since February, 2000) at Lightchip, Inc., as Senior Market Development
Manager, and has previously held management positions at Raytheon, Compaq, and
Cray Research. His educational background consists of a BSME degree from the
University of Wisconsin and a MSME degree from the University of Minnesota.
Rex Crim -Director - Rex E. Crim, age 57, has been a merchant and mortgage
banker for 20 years. Placing debt and equity for real estate and business
transactions, Mr. Crim is President of Texas Equity, Inc., a private merchant
bank located in Dallas, Texas. Mr. Crim has owned and operated his own mortgage
banking firm and several business ventures; and during the last five years he
has focused on assisting and consulting to small and new businesses, assisting
them in raising capital, going public and securing debt structured financing.
Mr. Crim holds a BA Degree in Business Administration from Southern Methodist
University.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Digital Technologies Media Group, Inc. a Delaware corporation, (the "Company"),
filed a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Central
District of California On January 26, 1999, as Case No. SV 99-10944-GM, and has
operated as a debtor in possession. On April 18, 2000 the Bankruptcy Court
confirmed the Debtors Third Amended Chapter 11 Plan of Reorganization (the
"Plan"), and on April 26, 2000, the Bankruptcy Court entered an Order Confirming
Digital Technologies Media Group, Inc. Third Amended Chapter 11 Plan of
Reorganization.
Information reporting the material features of the plan and information
concerning the Unaudited Statement of Assets and Liabilities (subject to
adjustments upon audit) of the reorganized Company are set forth herein, for the
period ended May 8, 2000. The Company's Third Amended Plan of Reorganization,
the Company's (and Investee companies) restated Certificate of Incorporation and
Bylaws, and certain Company Motions and Bankruptcy Court Orders, which are filed
as exhibits hereto and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Information (Unaudited)
Information as to the Company's assets and liabilities as of the date of the
Order Confirming Digital Technologies Media Group, Inc. Third Amended Chapter 11
Plan of Reorganization, was entered as presented below. The Company estimates
that it will have 2,685,872 Units (comprised of one share of common stock and
one series A common stock purchase Warrant) issued and reserved for issuance
under the Plan as of May 31, 2000. The divisor for issuance among Interest
Holders is 0.00918173603; no Interest Holder who held less than 110 shares of
Digital Technologies Media Group, Inc. will receive a distribution under the
Third Plan of Reorganization. In addition, Digital Technologies Media Group,
Inc. issued 683,225 shares of common stock pursuant to its S-8 offering circular
dated November 22, 1996, which offering the Company has subsequently withdrawn;
the Company has issued 6,273 Units under the Plan to Treasury, in case of future
litigation related to the aforementioned S-8 offering withdrawal.
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CENTRAL CAPITAL VENTURE CORPORATION
STATEMENT OF ASSETS AND LIABILITES
(UNAUDITIED SUBJECT TO ADJUSTMENT UPON AUDIT)
MAY 8, 2000
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Central Capital Venture Corp.
Central
(US Dollar amounts in thousands) Capital DataNet
At May 8, 2000 Venture DataNet Canadian Consolidation
Assets Corp. US Sub Total
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Current Assets
Cash and cash equivalents 181,600 128,119 6,097 315,816
Accounts Receivable 32,026 3,300 35,326
Prepaid expenses and other current assets 130 130
Receivable due from Affiliate 1,743 1,743
Undeposited Funds 2,004 2,004
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Total Current Assets 181,730 162,149 11,141 355,019
Property, plant and equipment, net 643 2,011,279 2,011,922
Investment in DataNet 100,100 100,100
Investment in DataNet Canadian Sub. 32,100 32,100
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Total Assets 282,473 2,205,528 11,141 2,499,141
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable 7,785 28,327 10,391 46,504
Due to Parent Company (16,725) 29,369 12,644
Other accrued expenses (4,292) (1,118) (5,410)
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Total current liabilities 7,785 7,310 38,643 53,738
Long-term Debt
First Corp Operating Lease 496,000 496,000
Promissory Note #1-Bernie Budney 95,000 95,000
Promissory Note #2-Bernie Budney 104,000 104,000
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Total Long Term Note Payable 695,000 695,000
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Total Liabilities 7,785 702,310 38,643 748,738
Shareholders' Equity
Digital Technologies Media Group 100,000 100,000
Paid in Capital 1,296,050 1,296,050
Capital stock 1,614,291 . 1,614,291
Preferred A 100 100
Retained Earnings (1,228,074) 19,797 67 (1,208,209)
Net Income (111,629) 87,371 (27,569) (51,828)
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Total Shareholders' Equity 274,688 1,503,218 (27,502) 1,750,404
Total Liabilities and Shareholders' Equity 282,473 2,205,528 11,141 2,499,142
Footing assets - liabilities 0 (0) (0) (0)
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(c) Exhibits
Debtors Third Amended Plan of Reorganization
2.1 Debtors Third Amended Plan of Reorganization
2.2 Debtors Third Disclosure Statement Describing Third Amended Chapter
11 Plan
2.3 Order Confirming Digital Technologies Media Group, Inc. Third
Amended Plan of Reorganization
99.1 Notice of Motion and Motion by Debtor for an order authorizing: (1)
Obtaining of credit pursuant to Bankruptcy Code Sections 364(b), (c)
and (f) through the Issuance of Debtor's Note's; and (2) The
Purchase of DataNet Information Systems, Inc.; Memorandum of Points
and Authorities; Declarations of Ely Mandell; Declaration of Bernie
Budney
99.2 Order Authorizing: (1) Obtaining Credit pursuant to Bankruptcy Code
Sections 364 (b), AND (f) Through the Issuance of Debtors Notes, AND
(2) The Purchase of DataNet Information Systems, Inc.
3.(i)1 Articles of Incorporation of Central Capital Venture Corporation
3.(i)2 Articles of Incorporation of DataNet Information Systems, Inc.
3.(i)3 Articles of Incorporation of Digi Commerce Corporation
3.(ii).1 Bylaws of Central Capital Venture Corporation
3.(ii).2 Bylaws of DataNet Information Systems, Inc.
3.(ii).3 Bylaws of Digi Commerce Corporation
10 Employment Agreement of Lewis I. Williams 4th
23 Consent of Robinson, Diamant & Brill
99.3 Resignation of Christopher Erickson
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Digital Technologies Media Group, Inc.
(Registrant)
By: /s/ Ely Jay Mandell
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Ely Jay Mandell
President & CEO
DATED: June 14, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Debtors Third Amended Plan of Reorganization
2.2 Debtors Third Disclosure Statement Describing Third Amended Chapter
11 Plan
2.3 Order Confirming Digital Technologies Media Group, Inc. Third
Amended Plan of Reorganization
99.1 Notice of Motion and Motion by Debtor for an order authorizing: (1)
Obtaining of credit pursuant to Bankruptcy Code Sections 364(b), (c)
and (f) through the Issuance of Debtor's Note's; and (2) The
Purchase of DataNet Information Systems, Inc.; Memorandum of Points
and Authorities; Declarations of Ely Mandell; Declaration of Bernie
Budney
99.2 Order Authorizing: (1) Obtaining Credit pursuant to Bankruptcy Code
Sections 364 (b), AND (f) Through the Issuance of Debtors Notes, AND
(2) The Purchase of DataNet Information Systems, Inc.
3.(i)1 Articles of Incorporation of Central Capital Venture Corporation
3.(i)2 Articles of Incorporation of DataNet Information Systems, Inc.
3.(i)3 Articles of Incorporation of Digi Commerce Corporation
3.(ii)1 Bylaws of Central Capital Venture Corporation
3.(ii)2 Bylaws of DataNet Information Systems, Inc.
3.(ii)3 Bylaws of Digi Commerce Corporation
10 Employment Agreement of Lewis I. Williams 4th
23 Consent of Robinson, Diamant & Brill
99.3 Resignation of Christopher Erickson
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