<PAGE 1>
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Act of 1934)
(Amendment No. 1)
GOOD IDEAS ENTERPRISES, INC.
- -------------------------------------------------------------------------
(Name of Issuer)
GOOD IDEAS ENTERPRISES, INC
- ------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE
- ------------------------------------------------------------------------
(Title of Class of Securities)
3821 0610
- -------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
ROBERT STUTMAN
GOOD IDEAS ENTERPRISES, INC.
4517 NW 31st Avenue
Ft. Lauderdale, Florida 33309
(954) 739-9600
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
<PAGE 2>
Calculation of Filing Fee
-------------------------
Transaction Amount of Filing Fee
Valuation* $548.00
$1,806,311
* The fee was calculated on the basis of an assumed value
of $1.625 (the closing sales price on February 14,
1997) assigned to a share of the Common Stock of Good
Ideas Enterprises, Inc. to be issued in the proposed
transaction and it was assumed that an aggregate of
688,302 shares would be issued to the Issuer's minority
stockholders for their 1,548,680 shares and that 74,285
shares would be issued upon the exercise of warrants at
an exercise price of $12.115 per share.
[X] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or
the form or schedule and the date of its filing.
Amount Previously Paid: $633.00
-------------------------------------------------------
Form or Registration No.: Registration Statement on Form S-4, File No. 333-3734
-----------------------------------------------------
Filing Party: Substance Abuse Technologies, Inc.
-----------------------------------------------------------------
Date Filed: April 18, 1996
-------------------------------------------------------------------
<PAGE 3>
CROSS REFERENCE SHEET
Schedule 13E-3 Registration Statement
Item Number and Caption Caption
----------------------- ----------------------
1. Issuer and Class of Security Good Ideas Market
Subject to the Transaction Information
2. Identity and Background Management-Business History;
Summary-Background of the
Company; Business of the
Company-General
3. Past Contacts, Transactions Material Contacts of SAT With
or Negotiations Good Ideas; The Merger
and Related Matters-Reasons
for the Merger and Approval
4. Terms of the Transaction Terms of the Transaction;
The Merger and Related Matters
5. Plans or Proposals of the Terms of the Transaction; The
Issuer or Affiliate Merger and Related Matters
6. Source and Amounts of Funds The Merger and Related
or Other Consideration Matters-Fees and Expenses
7. Purposes, Alternatives, The Merger and Related
Reasons and Effects Matters-Reasons for the
Merger and Approval and
Certain Tax Consequences
8. Fairness of the Transaction The Merger and Related
Matters-Reasons for
the Merger and Approval and
Fairness Opinion; Terms of the
Transaction-The Consent
Procedure-Statutory Basis
9. Reports, Opinions, Appraisals The Merger and Related
and Certain Negotiations Matters-Fairness Opinion
10. Interest in the Common Stock Good Ideas Principal
of the Issuer Stockholders
11. Contracts, Arrangements or The Merger and Related
Understandings with Respect Matters-Terms of the Merger
to the Common Stock Agreement
<PAGE 4>
CROSS REFERENCE SHEET
Schedule 13E-3 Registration Statement
Item Number and Caption Caption
----------------------- ----------------------
12. Present Intention and The Merger and Related
Recommendation of Certain Matters-Reasons for the
Persons With Regard to the Merger-Authorization
Transaction
13. Other Provisions of the Terms of the Transaction-
Transaction The Consent Procedure-
Rights of Dissenting Good
Ideas Stockholders
14. Financial Information Summary Historical and Proforma
Combined Financial Data; Good
Ideas' Selected Financial
Data; Good Ideas' Financial
Statements
15. Persons and Assets Employed, The Merger and Related
Retained or Utilized Matters-Fees and Expenses;
Terms of the
Transaction-Miscellaneous
16. Additional Information Not Applicable
17. Material to be Filed as Appendices A and B to
Consent Exhibits Solicitation Statement/Prospectus
<PAGE 5>
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) This Rule 13e-3 transaction (the "Merger") relates to
the common stock, $.001 par value (the "Good Ideas Common
Stock"), of Good Ideas Enterprises, Inc. ("Good Ideas"), which
has its principal office at 4517 NW 31st Avenue, Ft. Lauderdale,
Florida 33309.
(b) As of March 31, 1997, there were 3,948,680 shares of
the Good Ideas Common Stock outstanding, of which 1,548,680 were
held by stockholders (the "Good Ideas Minority Stockholders")
other than Substance Abuse Technologies, Inc. ("SAT") and there
were 146 holders of record of the Good Ideas Common Stock
(including SAT).
(c) SAT is simultaneously filing an Amendment No. 2 to
Registration Statement on Form S-4, File No. 333-3734 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), relating to this Rule 13E-3
transaction. Information as to the market and the market prices
for the Good Ideas Common Stock may be found under the caption
"Good Ideas Market Information-Market Data" in the Consent
Solicitation Statement/Prospectus (the "Prospectus") constituting
Part I of the Registration Statement, which information is
incorporated herein by this reference.
(d) Good Ideas has not declared any dividends on the Good
Ideas Common Stock to date and, in view of the continuing losses,
the Board of Directors of Good Ideas has stated that the Company
has no current intention to pay any such dividends. Good Ideas
is not aware of any restrictions in any agreement or security
which restricts Good Ideas' present or future ability to pay
dividends.
(e) Pursuant to a registration statement under the
Securities Act which became effective on February 17, 1994, Good
Ideas sold in a publicly underwritten offering 1,200,000 shares
of the Good Ideas Common Stock at $5.00 per share and received
approximately $4,735,000 in net proceeds. In April 1994, an
additional 65,200 shares of the Good Ideas Common Stock were sold
pursuant to the underwriter's overallotment option and Good Ideas
received approximately $281,000 in net proceeds.
(f) Not Applicable.
Item 2. Identity and Background.
Good Ideas, the reporting person with respect to this
Schedule 13E-3, is the issuer of the Good Ideas Common Stock, the
class of equity securities which is the subject of this Rule
13e-3 transaction.
<PAGE 6>
(a)-(d) and (g) Reference is made to the section "Summary-
Background of the Company" and "Business of the Company-General"
in the Prospectus, which is incorporated herein by this
reference, for the following information relating to Good Ideas,
the reporting person: its state of organization, its principal
business and the address of its principal executive offices,
which information is incorporated herein by reference.
(e) and (f) During the last five years, Good Ideas has not
been convicted in a criminal proceeding and was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or
final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or
finding any violation of such laws.
For each of the directors and executive officers of Good
Ideas, there is furnished the following information: (a) the
person's name; (b) his or her residence or business address; (c)
his or her present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment or occupation is conducted;
(d) information as to material occupations, positions, offices or
employments during the last five years is incorporated herein by
reference to the section "Business History" under the caption
"SAT Management" in the Prospectus; (e) whether or not, during
the last five years, such person has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); (f) whether or not, during the last five years,
such director and/or executive officer was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of such proceeding, was or is subject
to a judgment, decree or final order enjoining further violations
of, or prohibiting activities subject to, Federal or State
securities laws or finding any violation of such laws; and, if
so, identifying and describing such proceeding and summarizing
the terms of such judgment, decree or final order; and (g)
citizenship.
(a) Robert Stutman
(b) c/o Substance Abuse Technologies, Inc.
4517 NW 31st Avenue
Ft. Lauderdale, FL 33309
(c) Chairman of the Board and Chief Executive Officer of
Substance Abuse Technologies, Inc.
4517 31st Avenue
Ft. Lauderdale, FL 33309
(d) Reference is made to the section "Business History"
under the caption "SAT Management" in the Prospectus,
which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
<PAGE 7>
(a) Linda H. Masterson
(b) c/o Substance Abuse Technologies, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(c) President of Substance Abuse Technologies, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "Business History"
under the caption " SAT Management" in the Prospectus,
which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Robert Muccini
(b) c/o Substance Abuse Technologies, Inc.
4517 31st Avenue
Ft. Lauderdale, FL 33309
(c) Vice President - Finance, Treasurer, Chief Financial
Officer and Chief Accounting Officer of Substance Abuse
Technologies, Inc.
4517 31st Avenue
Ft. Lauderdale, FL 33309
(d) Reference is made to the section "Business History"
under the caption "SAT Management" in the Prospectus,
which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Michael S. McCord
(b) 2001 Kirby Drive
Suite 701
Houston, TX 77019
(c) Self Employed
McCord Investments
2001 Kirby Drive
Suite 701
Houston, TX 77019
(d) Reference is made to the section "Business History"
under the caption "SAT Management" in the Prospectus,
which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
<PAGE 8>
(a) William D. Robbins
(b) 7 Knoll Tavern Road
Flemington, NJ 08822
(c) Currently seeking employment - until December 31, 1996
was the Chief Executive Officer and an employee of Good Ideas.
(d) Reference is made to the section "Business History"
under the caption "Good Ideas Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
Item 4. Terms of the Transaction.
(a) Pursuant to resolutions adopted by SAT's Board of
Directors on December 3, 1996 as modified on February 17, 1997,
SAT will offer .36 of a share of its Common Stock, $.01 par
value (the "SAT Common Stock"), for each share of the Good Ideas
Common Stock held by Good Ideas stockholders other than SAT (the
"Good Ideas Minority Stockholders") if a merger (the "Merger") of
Good Ideas Acquisition Corp. ("Acquisition Corp."), a wholly-
owned subsidiary of SAT, with and into Good Ideas is approved by
at least a majority of the Good Ideas Minority Stockholders. If
the Merger is so adopted and consummated, an aggregate of 557,524
shares of the SAT Common Stock will be issued to the Good Ideas
Minority Stockholders. Reference is made to the section "Terms
of the Transaction - The Merger" for information as to how
initially using a formula, the SAT Board determined the exchange
ratio.
On December 3, 1996 and February 17, 1997, the Good Ideas
Board of Directors approved the SAT offer as fair to the Good
Ideas Minority Stockholders and, on the latter date, each of the
SAT Board and the Good Ideas Board authorized execution of the
Agreement and Plan of Merger dated as of February 17, 1997 (the
"Merger Agreement") by and among SAT, Acquisition Corp. and Good
Ideas.
(b) There is no term or arrangement concerning the Rule
13e-3 transaction relating to any security holder of Good Ideas
which is not identical to that relating to other security holders
of the same class of securities of Good Ideas.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) Because Good Ideas is a discontinued operation and,
accordingly, has no revenues, it will have to depend on funds
loaned or invested by SAT to pay the expenses of the Rule 13e-3
transaction for which it is responsible. SAT will use its
revenues to pay the expenses of the Rule 13e-3 transaction,
although, because funds are fungible, some may come from
<PAGE 9>
financings. As indicated in the response to Item 4(a) of this
Schedule, SAT is offering shares of the SAT Common Stock for the
shares of the Good Ideas Common Stock held by the Good Ideas
Minority Stockholders and not a cash consideration, except to pay
for fractional shares.
(b) Reference is made to "The Merger and Related Matters -
Fees and Expenses" in the Prospectus, which is incorporated
herein by this reference, for information as to the expenses
incurred or estimated to be incurred by SAT and Good Ideas
relating to the Merger. Any funds Good Ideas borrows from SAT to
pay its costs and expense will be offset against SAT's
indebtedness to Good Ideas.
(c) See the response to sections (a) and (b) of this Item 6
to the Schedule.
(d) Not Applicable.
Item 8. Fairness of the Transaction.
(a) Good Idea's Board of Directors unanimously and
reasonably believes that the Merger is fair to the Good Ideas
Minority Stockholders. Reference is made to the section "The
Merger and Related Matters-Reasons for the Merger," primarily
subsection (7) thereof, in the Prospectus for information
relating to the basis of such belief, which information is
incorporated herein by this reference.
(b) Reference is made to the section "The Merger and
Related Matters - Reasons for the Merger," primarily subsections
(7) and (9) thereof in the Prospectus for information as to the
material factors upon which the belief of the Good Ideas Board in
section (a) of this Item 8 to the Schedule is based and the
weight given to each of these factors.
(c) Reference is made to the section "Terms of the
Transaction - The Consent Procedure - Statutory Basis" in the
Prospectus, which is incorporated herein by this reference, where
it is stated that at least a majority of the Good Ideas Minority
Stockholders must approve the Merger.
(d) None of the directors of Good Ideas who approved the
Merger on December 3, 1996 and February 17, 1997 are employees of
Good Ideas, although two of the four are employees of SAT. See
the section "The Merger and Related Matters - Reasons for the
Merger," primarily subsection (2) thereof, for information as to
why no unaffiliated representative was engaged to negotiate the
terms of the Rule 13e-3 transaction and the safeguards to protect
the Good Ideas Minority Stockholders, including the obtaining of
a fairness opinion from an independent investment banking firm.
(e) All directors of Good Ideas, none of whom are employees
of Good Ideas, approved the Merger, on December 3, 1996 and
February 17, 1997.
<PAGE 10>
(f) There was no offer from any unaffiliated person during
the preceding 18 months for (1) the merger or consolidation of
Good Ideas into or with such person or such person with or into
Good Ideas, (2) the sale or other transfer of all or any
substantial part of the assets of Good Ideas or (3) securities of
Good Ideas which would enable the holder thereof to exercise
control of Good Ideas. Reference is made to the section "The
Merger and Related Matters - Sale of Good Ideas" for information
as to a contemplated sale of Good Ideas inventory.
Item 13. Other Provisions of the Transaction.
(a) Reference is made to the sections "Terms of the
Transaction-The Consent Procedure-Rights of Dissenting Good Ideas
Stockholders" in the Prospectus for a description of the
appraisal rights the Good Ideas Minority Stockholders have if the
Merger is consummated, which information is incorporated herein
by this reference.
(b) No provision has been made by Good Ideas or SAT in
connection with the Merger to allow unaffiliated Good Ideas
security holders to obtain access to the corporate files of the
issuer, other than as set forth in exhibits to the Registration
Statement or to obtain counsel or appraisal services at the
expense of either Good Ideas or SAT.
(c) The Merger does not involve the exchange of debt
securities.
Item 17. Material to be Filed as Exhibits
(a) Not applicable.
(b) The opinion referred to in Items 8(d) and 9 of this
Schedule is Appendix B to the Prospectus and is incorporated
herein by this reference.
(c) The Merger Agreement is Appendix A to the Prospectus
and is incorporated herein by this reference.
(d) The only disclosure document to be furnished to the
Good Ideas Minority Stockholders is the Prospectus, which is
incorporated herein by this reference.
(e) The Appraisal Rights are described in Appendix C to the
Prospectus, which is incorporated herein by this reference.
(f) Not Applicable.
<PAGE 11>
SIGNATURES
After due inquiry and to the best of the undersigned's
knowledge and belief, the undersigned does hereby certify that
the information set forth in this statement is true, complete and
correct.
April 22, 1997
----------------------
(Date)
SUBSTANCE ABUSE TECHNOLOGIES, INC.
By: /s/ Robert S. Stutman
------------------------------
Robert S. Stutman
Chairman of the Board
