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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 9, 1997
STONE MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
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State of Incorporation
33-18050 87-0447213
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Commission File Number (I.R.S. Employer Identification Number)
634 Preston Royal, Suite 214, Dallas, Texas 75230
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(Address of Principal Executive Offices) (zip code)
(214) 361-2094
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(Registrant's telephone number, including area code)
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(Registrant's former name, former address, and former fiscal year,
if changed since last report)
Indicate by check mark whether 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.
(1) Yes X No
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(2) Yes X No
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STONE MEDIA CORPORATION
Form 8-K
Current Report Dated January 9, 1997
Item 5. Other Events
On December 16, 1996, a Memorandum of Understanding (the "MEMORANDUM")
was executed by and between Stone Media Corporation ("STONEMEDIA") and the
Alphatec Group, Bangkok, Thailand ("ALPHATEC"). Alpha CommSat, Co., Ltd.,
currently a 23% of StoneMedia's common stock, is a member of Alphatec.
Pursuant to such Memorandum, Alphatec has funded US$200,000 to provide
StoneMedia with funds necessary to its payroll, certain payables which have
been due for ninety (90) days or more, and certain payables necessary to
implement its third quarter goals.
Pursuant to the Memorandum, Alphatec has also agreed to consider
injecting an additional US$800,000 into StoneMedia. The initial and subsequent
injections will be in the form of either a shares purchase or a convertible
share options purchase upon terms yet to be agreed and decided upon.
The Memorandum provides that additional injections, if any, will be
issued in several traunches ranging US$100,000 to US$200,000, with the approval
and delivery of each traunch being subject to certain milestones of commitments
and actions on the part of StoneMedia. Such milestones and commitments have
yet to be determined. The Memorandum provides that StoneMedia will issue a
statement on how the first traunch will be spent, as well as how future
injections, if any, would be allocated (where and when). Additionally,
StoneMedia is to expedite establishment of its joint venture with Alpha
CommSat, previously disclosed in StoneMedia's Form 8-K, dated January 29, 1996,
reference to which is made hereto. The completion of the items above would be
taken into consideration in the issuance of the next traunch to StoneMedia.
StoneMedia and Alphatec have agreed that Alphatec will assume
responsibilities, related to the identification and hiring of a suitable Chief
Financial Officer ("CF0") The Memorandum provides that, as part of such
responsibilities, and while this is in motion, Alpha would send a team
consisting of a finance accounting manager level and an assistant (accounting
auditing) from one of Alphatec's companies. The responsibilities of such team
would be as follows (on an as needed basis):
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a. Review, revise or set-up the current accounting/recording
any items;
b. Prepare an updated report on the current financial status
or StoneMedia and making a short-term financial plan and
projections, including working capital requirements.
c. Review with StoneMedia's underwriters the proposed "road
show" effort and work with them to bring the same to
realization;
d. Establish short-term, Internal control, monthly
operational reports and accounts (management report), and
prepare formal quarterly reports for submission to the
Board of Directors of StoneMedia;
e. Prepare operations manuals, and procedures for recording
account transactions, processing and approvals.
The Memorandum provides that the Alphatec team would be in place at
StoneMedia for 6 to 9 months during which period a CFO would be identified who
would form his/her team and carry on with the development of such matters. It
is proposed that the salaries of the first team would be in the form of
"service fees" payable to Alphatec. Compensation would include allowance for
temporary housing for the duration of the term.
It Is anticipated that the Alphatec team under the supervision of Khun
Anandvichai Dhanasunthorn will commence its operations in StoneMedia's Dallas,
Texas offices on or about January 15, 1997. Khun Anandvichai has been
assigned, personally by Khun Somkuan Uswachoke (CEO of Alphatec and a
director of StoneMedia), as the representative of Alphatec, to oversee all
corporate financial matters related to StoneMedia and will oversee, with the
Chief Executive Officer of StoneMedia, the financial/accounting management of
StoneMedia. Additionally, Khun Anandvichai will also be responsible to review,
monitor and follow-up on the various projects currently and in the pipeline for
implementation and investment by StoneMedia. He will also be responsible for
initiating within StoneMedia a system of compiling and submitting regular
progress and expenditure reports and on these projects and In such
preparations. StoneMedia will assign personnel who would work with Khun
Anandvichai to undertake such responsibility (marketing, operations, technical
productions/sourcing, and accounting). These reports would be made to Alpha as
well as to the Board. Such reports indicated will be considered by Alphatec in
making subsequent payment traunches to StoneMedia.
The Alphatec team will be under the leadership of Khun Somchai. Khun
Somchai, has 15 years of working experience, including: Senior Staff, Foreign
Exchange/Trading Department of the Siam Commercial Bank (Public) Co., Ltd.;
Senior Supervisor, Assets Accounting Department of Thai Airways International
(Public) Co., Ltd.; Treasury of NS
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Electronics; Treasury of Alphatec USA, Santa Clara.
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duty caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STONE MEDIA CORPORATION,
a Colorado corporation
By: /s/ RICHARD KINCAID
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Richard Kincaid
Treasurer and Acting Chief Financial Officer
Dated: January 9, 1996
By: /s/ ROBERT KINCAID
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Robert R. Kincaid
Chief Operating Officer
Dated: January 9, 1996
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