AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2001
Registration No. 333-54792
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AVENUE ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4622429
(State or other jurisdiction of I.R.S. Employee
incorporation or organization) (Identification Number)
11111 Santa Monica Blvd., Suite 525
Los Angeles, California 90025
(310) 996-6800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Avenue Entertainment Group, Inc.
Cary Brokaw
11111 Santa Monica Blvd., Suite 525
Los Angeles, California 90025
(310) 996-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (as defined below), other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
|_| If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
Subject to completion, dated January 31, 2001
AVENUE ENTERTAINMENT GROUP, INC.
2,980,192 SHARES OF COMMON STOCK
(par value $0.01 per share)
This prospectus covers the resale of an aggregate of up to 2,980,192
shares of common stock, par value $0.01 of Avenue Entertainment Group, Inc., a
Delaware corporation, which may be offered for sale from time to time by the
selling shareholder named in this prospectus, or its respective pledgees,
donees, transferees or other successors in interest on The American Stock
Exchange's National Market, in ordinary brokerage transactions, in privately
negotiated transactions, or a combination of these methods, at market prices
prevailing at the time of sale or at negotiated prices. The shares are intended
to be sold through one or more broker-dealers or directly to the purchasers. The
broker-dealers may receive compensation in the form of commissions, discounts or
concessions from the selling shareholder and/or purchasers of the shares for
whom the broker-dealers may act as agent, or to whom they may sell as principal,
or both, which compensation as to a particular broker-dealer may exceed
customary concessions. The selling shareholders and any broker-dealers who act
in connection with the sale of shares under this prospectus may be deemed to be
"Underwriters" within the meaning of the Securities Act of 1933, as amended, and
any commissions received by them and proceeds of any sale of the shares may be
deemed to be underwriting discounts and commissions under the Securities Act.
See "Selling Shareholders" and "Plan of Distribution." The shares of common
stock covered by this prospectus were, or will in accordance with existing
contractual arrangements or warrants, be issued to the selling shareholders in
various private transactions as described under the heading "Selling
Shareholders". The specific number of shares, the public offering price, and
certain other terms relating to the offer and sale of the shares covered by this
Prospectus will be set forth in an accompanying prospectus supplement ("the
"Prospectus Supplement").
The common stock of Avenue Entertainment Group, Inc. is quoted on the
American Stock Exchange ("AMEX") and traded under the symbol "PIX". On January
29, 2001 the closing price of the common stock on the AMEX national market was
$0.63.
None of the proceeds from the sale of the shares by the selling
shareholder will be received by Avenue Entertainment Group, Inc. Avenue
Entertainment Group, Inc. will bear all expenses with respect to the offering of
the shares, including the costs associated with registering the shares under the
Securities Act and preparing and printing this prospectus. Normal commission
expenses and brokerage fees, however, as well as any applicable transfer taxes,
are payable by the selling shareholder.
See "Risk Factors" beginning on page 5 for a discussion of certain
material factors that you should consider in connection with an investment in
our Common Stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 2001
TABLE OF CONTENTS
The Company - Summary................................................ 3
Risk Factors......................................................... 5
Forward-Looking Statements........................................... 9
Use of Proceeds...................................................... 9
Plan of Distribution................................................. 9
Description of Securities............................................ 10
Selling Shareholders................................................. 11
Legal Matters........................................................ 12
Experts.............................................................. 12
SEC Position on Indemnification for Securities Act Liabilities....... 12
Incorporation of Certain Information by Reference.................... 13
Where You Can Find More Information.................................. 13
........This prospectus is part of a Registration Statement that we filed with
the Securities and Exchange Act using a "shelf" registration process. Under this
shelf process, a Selling Shareholder may from time to time sell up to a maximum
number of shares of Common Stock of the Company specified in this prospectus and
in the applicable prospectus supplement in one or more offerings. An aggregate
of up to a total of 2,980,192 shares may be offered and sold under this
prospectus.
........This prospectus provides you with a general description of the
securities the Selling Shareholders may offer. Each time the Selling
Shareholders sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described below under the heading
"Where You Can Find More Information."
........The Registration Statement that contains this prospectus, including the
exhibits to the Registration Statement and the information incorporated by
reference, contains additional information about the securities offered under
this prospectus. That Registration Statement can be read at the Securities and
Exchange Commission (the "SEC") web site or at the SEC offices mentioned below
under the heading "Where You Can Find More Information."
You should rely only on the information contained in this prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the selling stockholder is not, making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations and prospectus may have
changed since that date.
This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
In this prospectus, "Company," "AEG," "we," "us" and "our" refer to
Avenue Entertainment Group, Inc. and its subsidiaries. The term "you" refers to
a prospectus investor.
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THE COMPANY - SUMMARY
This summary highlights some information from this prospectus and may
not contain all the information that is important to you. This summary is
qualified in its entirety by reference to the more detailed information
appearing in the registration statement of which this prospectus is a part and
the documents incorporated by reference therein.
Avenue Entertainment Group, Inc. (the "Company") was originally called
Wombat Productions when it was founded in 1969 by Gene Feldman and his wife,
Suzette St. John Feldman. The Company acquired Avenue Pictures ("Avenue
Pictures") from Cary Brokaw. At the time of this acquisition the Company name
was changed to Avenue Entertainment Group, Inc. Avenue Pictures is now a wholly
owned subsidiary of the Company. Today, the Company is an independent
entertainment company that produces feature films, television films, series for
televisions, made-for-television/cable movies and one-hour-profiles of Hollywood
stars for domestic and international markets.
Avenue Pictures is currently active in developing and producing
projects in each of its three areas of activity
1.......Feature Films
Currently, Mr. Brokaw serves as the producer or executive producer of
all the Company's feature films with overall responsibility for their
development, financing, and production arrangements.
The Company has recently concluded a three year non-exclusive multiple
co-financing agreement with Intermedia. Intermedia is one of the pre-eminent
foreign sales companies in the film industry. Current feature film projects of
the Company with Intermedia include the following titles: Mindhunters, Original
Sin, and Phobic. The Company also has approximately eighteen feature film
projects in development including, Everybody Was So Young (USA Films), The Last
Good Feeling, The Moviegoer and Easy Money Blues.
AEG has agreements to produce feature films for companies such as
Paramount, Intermedia Films and USA Films.
2. Made-for-Television/Cable Movies
The Company has successfully produced made-for-television movies and
movies for cable television. The Company produced movies for television, which
were broadcasted variously by CBS, ABC, TNT, TBS Superstation, HBO and Hallmark
Entertainment Inc.
The Company has approximately eleven television movies in development,
including a four hour CBS mini-series entitled American Country. Other
television movies in active development include The Chimes of Christmas (CBS)
based on Charles Dicken's other Christmas story and written by Mark Medoff
(writer of Children of a Lesser God), Special Occasions (CBS) written by Bernard
Slade (writer of Tribute, Same Time, Next Year), The Replacement Husband (NBC),
The Second Coming (USA), Checking Out (VH1) and a mini-series based on The
Twelve (USA Network). Although the Company is actively pursuing these projects,
there can be no assurance that each or any project will be produced because the
Company is dependent upon the network and cable programmers for financing.
3. Series Television
The Company is currently developing several television series. These
series include The Four Horsemen, written by Bennett Graebner, and The Young
Barbarians created by Gerald and Bridget Dobson (creators of General Hospital,
Santa Barbara) which is a contemporary Dickenesque one hour drama.
Through its subsidiary, Wombat Productions, the Company also produces
one-hour profiles of Hollywood's most important stars which have been aired by
PBS and major cable networks in the United States and by television stations
around the world.
Since 1982, the Company has produced the following hour-length programs
known as The Hollywood Collection:
Hollywood's Children Audrey Hepburn Remembered
The Horror Of It All Mae West And The Men Who Knew Her
Ingrid The Story Of Lassie
Marilyn Monroe: Beyond The Legend Charlton Heston: For All Seasons
Steve McQueen: Man On The Edge Roger Moore: A Matter Of Class
Grace Kelly: The American Princess Yul Brynner: The Man Who Was King
Cary Grant: The Leading Man Ingrid Bergman Remembered
Gregory Peck: His Own Man Jack Lemmon: America's Everyman
Vivien Leigh: Scarlett And Beyond* Joan Crawford: Always The Star
Anthony Quinn: An Original Fred MacMurray: The Guy Next Door
Robert Mitchum: The Reluctant Star Shirley MacLaine: Kicking Up Her Heels
Michael Caine: Breaking The Mold Barbara Stanwyck: Straight Down The Line
Shirley Temple: America's Little Gary Cooper: The Face Of A Hero
Darling Walter Matthau: Diamond In The Rough
Alan Ladd: The True Quiet Man Clint Eastwood: The Man From Malpaso**
* Copyright Owned by Turner Broadcasting System.
** Licensed to Warner Home Video
With the exception of Vivien Leigh: Scarlett And Beyond, all programs
which comprise the Hollywood Collection are copyrighted and owned by the Company
and available for license to all media world-wide through Janson Associates,
Inc. ("Janson"), with whom the Company has entered into a distribution
arrangement. Pursuant to a Distribution Agreement (the "Distribution
Agreement"), dated July 1, 1995 and amended on April 28, 1996, between the
Company and Janson, Janson was granted the sole and exclusive right, subject to
the production arrangement to act on behalf of the Company, to license
substantially all of the Company's Hollywood Collection film library for all
forms of television and video worldwide for a period of ten years, subject to
automatic renewals in three-year increments.
The Company's primary goal with respect to its documentary films is
significant and sustained growth through production activity and greater
exploitation of its wholly owned programs. Further revenues and profitability
depend on the Company's ability to secure financing for new programs through its
present relationship with Bravo or other cable or television entity. In order to
provide maximum exposure of the twenty-eight titles of The Hollywood Collection
available in the home-video market in the United States and Canada, Wombat,
through its distribution agent, Janson, entered into an agreement with MPI, one
of the premiere home-video companies for documentary and performance programs.
In June of 2000, the entire available collection was offered to the vast
special-interest market via home-video stores, MPI's 800 number provided on its
web sites, www.mpimedia.com and www.hollywoodcollection.com, which are also
connected through the Yahoo! and Amazon web sites.
Because many cable outlets are now offering biographies to world
television markets, competition in effecting program sales has greatly increased
in recent years. However, management expects that because of the high quality of
the Company's programs and their focus on stars whose reputations have continued
through the years, the Company will be able to maintain a presence in the
international markets.
In 1998, a new series of programs was begun by Wombat Productions for
the Art and Film Channel, Bravo, profiling entertainment figures outside the
motion-picture industry. The first of these productions was a
performance/profile of the Broadway diva, Betty Buckley: In Performance & In
Person, and presented on the series Bravo Profiles in the fall of 1999. Also
produced and presented the same year on Bravo Profiles was The Worlds of Harry
Connick, Jr., an hour-length profile on the gifted musician, composer, actor
Harry Connick, Jr.
Recently, Wombat completed a program for the series, Bravo Profiles on
the master magician David Copperfield, with Mr. Copperfield's full cooperation.
The program was titled David Copperfield: The Magic Of It All.
The address of our principal executive office is: Avenue Entertainment
Group, Inc., 11111 Santa Monica Blvd., Suite 525, Los Angeles, California 90025,
and our telephone number is (310) 996-6800.
RISK FACTORS
You should carefully consider the following factors and other
information contained in our current and future reports, including information
incorporated by reference in this prospectus, before you invest in the shares of
common stock being offered in this prospectus.
Motion Picture and Television Industry
Substantially all of the Company's operating revenue are derived from
fees for the production of motion pictures for the theatrical exhibition,
television, and other markets. The motion picture and television industries
involve a substantial degree of risk. Each motion picture is an individual
artistic work, and its commercial success is primarily determined by audience
reaction, which is unpredictable; accordingly, there can be no assurance as to
the financial success of any motion picture. Furthermore, there can be no
assurance that the audiences for motion pictures will remain constant. The
Company's ability to compete successfully depends upon the continued
availability of rights to motion pictures (domestic and foreign) which the
Company can acquire, finance, and produce successfully.
Operating Losses and Fluctuating Operating Results
The Company's revenues are derived primarily from fees for production of
a limited number of motion pictures during each year or fiscal period and from
the licensing of the Hollywood Collection. Accordingly, the Company's revenues
are subject to significant fluctuations from year to year and period to period,
depending upon production and completion schedules, payment terms with respect
to different projects, and the success of individual projects. For December 31,
1999, the Company had net losses of $1,370,254 and for the nine months ended
September 30, 2000, the Company had losses of $934,600.
Liquidity and Capital Resources; Delisting risk
The Independent Auditor's Report dated April 12, 2000 on the Company's
consolidated financial statements states that the Company has suffered losses
from operations, has a working capital deficiency and has an accumulated deficit
that raises substantial doubt about its ability to continue as a going concern.
The Company received a letter from the American Stock Exchange ("AMEX")
notifying the Company that it has fallen below certain of AMEX's continued
listing guidelines because of the Company's recurring losses. The Company was
granted an extension to satisfy the listing criteria. However, there can be no
assurance that the Common Stock will not be delisted in the future.
Financial Requirements and Risks of Production, Completion, and Release
of Motion Pictures
The costs of producing and releasing motion pictures have generally
increased in recent years and may continue to increase in the future. The
Company does not have sufficient capital of its own to produce feature films and
other major productions by Avenue Pictures, although certain of Wombat's
productions are developed using the Company's capital. The Company is therefore
substantially dependent on its ability to enter into pre-production arrangements
with distributors, television networks, or others to finance production costs.
The Company also seeks to limit its exposure to cost overruns by the use of
completion bonds (i.e., insurance policies designed to insure the completion and
delivery of motion pictures in accordance with the production agreement and the
budget).
The Company does, occasionally, employ its own capital and financial
resources in developing a project to the point it is ready to go into
production. Also, in some cases significant time may elapse between the
expenditure of funds by the Company. When a project requires a sizable financial
commitment the Company will usually obtain this from a studio or other third
party. The Company has to date financed its operations through internally
generated cash flows and equity financing. There can be no assurance that the
Company will be successful in obtaining additional financing. Obtaining such
funds may result in additional dilution to existing stockholders. If adequate
funds are not available from additional financing sources or from operations,
the Company's business will be materially and adversely affected.
Dependence on Certain Customers; Expiration of Contracts
Because the Company's revenues are derived primarily from fees for
production of a limited number of motion pictures during each year or fiscal
period, a limited number of customers, the identity of which varies from period
to period, generally accounts for a large percentage of the Company's revenues
in any particular period. Among others, the Company has had multi-year
agreements with Pearson Television with respect to television movies of the
week; with the A&E Cable Network ("A&E") for the production of television
biographies; and with Janson for distribution rights of the Hollywood
Collection. The agreement with Pearson Television has expired, but certain
television projects developed during the term of the Agreement with Pearson
Television will be licensed to and internationally distributed by Pearson
Television. Although the Company has had preliminary discussions with other
parties for similar types of arrangements, no such agreements have been entered
into, and there can be no assurance that the Company will be able to enter into
arrangements with other parties on similar or otherwise acceptable terms.
The Company derived approximately 58% of its total revenue for the year
ended December 31, 1999 from TBS Superstation ("TBS") and 27% of its total
revenue for the year ended December 31, 1999 from Carlton International
("Carlton") both related to the television movie The Timeshifters. A significant
part of the Company's total revenue for the year 2000 was derived from producer
and development fees for the Home Box Office (HBO) made for cable movie Wit.
Dependence upon Key Personnel
The Company's ability to compete successfully in the motion picture
industry depends substantially on its ability to attract and retain talented
officers and employees. Competition for such personnel is intense, and there can
be no assurance that the Company will be able to attract or retain such persons.
In particular, the Company will be dependent upon the continued services of Gene
Feldman, the Company's Chairman of the Board and President of Wombat, and of
Cary Brokaw, the Company's President and Chief Executive Officer and the founder
of Avenue Pictures. The loss of such key personnel, or the failure to recruit
additional key personnel, could significantly impede attainment of the Company's
objectives and have a material adverse affect on the Company's financial
condition and results of operations. Messrs. Feldman and Brokaw have entered
into employment agreements with the Company which terminate in 2001. The Company
has obtained a $2,000,000 key man life insurance policy on the life of Mr.
Brokaw.
The Company will be required to make certain payments to Messrs. Feldman
and Brokaw in the event of certain changes in control (as defined in their
employment agreements). A portion of such payments may constitute excess
parachute payments, which would not be deductible by the Company for income tax
purposes. In addition, the Company may not be permitted to deduct that portion
of an executive's compensation which exceeds $1,000,000 in any year, excluding
certain performance based compensation. There can be no assurance that options
or warrants issued or which may be issued to Messrs. Feldman or Brokaw or other
executives would qualify as performance based compensation, or that the Company
will be able to deduct the entire amount earned by such executives in any year.
Control by Principal Stockholders
Mr. Brokaw, Mr. Feldman, GP Strategies Corporation ("GP") beneficially
own approximately 1,811,350, 241,700 and 1,067,900 shares of Common Stock,
respectively (giving effect to the possible exercise of warrants or vested
options by these stockholders representing approximately 33%, 5% and 21%,
respectively, of the Company's outstanding share capital). The Selling
Shareholders; Double Bay Entertainment, Inc., Robison Enterprises, Inc. and
Hammer International Foundation own 400,000, 50,000 and 480,192 shares of common
stock, respectively. Assuming all shares have been issued to Double Bay
Entertainment, Inc., pursuant to the existing contractual arrangement and giving
effect to possible exercise of the warrants by Robison Enterprises, Inc., and
Hammer International Foundation each would own 800,000, 1,200,000 and 980,192
representing 15%, 19% and 18% of the Company's outstanding share capital upon
their exercise. Accordingly, such stockholders will be able to control the
business and affairs of the Company, including but not limited to having
sufficient voting power to control the election of the Board of Directors of the
Company and, in general, to substantially determine the outcome of any corporate
transaction or other matters submitted to the stockholders of the Company for
approval, including mergers, consolidations, or the sale of substantially all of
the Company's assets or preventing or causing a change in the control of the
Company.
Volatility of Share Price; Lack of Liquidity
The market price of the Common Stock has experienced significant
volatility and limited trading volumes. There can be no assurance that the price
of the Common Stock will remain at or exceed current levels. Factors such as
announcements of production levels of the Company or its competitors,
technological changes, and general market conditions may have a significant
impact on the market price of the Common Stock.
Absence of Dividends; Dividend Policy
The Company has suffered net losses in the past four years and has paid
no dividends. The Company anticipates that, for the foreseeable future, net
earnings, if any, will be retained for the development of its business.
Accordingly, the Company does not anticipate paying dividends on the Common
Stock in the foreseeable future. The payment of future dividends will be at the
sole discretion of the Company's Board of Directors and will depend on, among
other things, future earnings, capital requirements, the general financial
condition of the Company, and general business conditions.
Shares Eligible for Future Sale
As of January 31, 2001, there were 5,041,030 shares of Common Stock
outstanding, including 2,514,688 shares which are freely transferable without
restriction under the Securities Act (except for limits on sales by affiliates
of the Company) and 2,526,342 shares of Common Stock which were eligible for
immediate sale in the public market pursuant to Rule 144 under the Securities
Act, subject in some cases to certain volume and other limitations.
Current Transactions
On November 21, 2000 the Company entered into an Agreement and Plan of
Merger by and among the Company, LCA Acquisition Subsidiary, Inc., a California
corporation and a wholly owned subsidiary of the Company (the "Subsidiary"), LCA
Productions, Inc., a Nevada corporation ("LCA") and Double Bay Entertainment,
Inc., a Nevada corporation ("DBE") (the "Merger Agreement"). Pursuant to the
Merger Agreement, the Subsidiary merged with LCA, the Subsidiary being the
surviving entity. As a result of the Merger, the Subsidiary holds a license to
supervise and manage the production of four films known as The Adventures
Of...." series (the "Film Series") that was granted to LCA by DBE pursuant to a
Production Services License Agreement dated as of October 15, 2000. Although the
Company can derive a significant part of its revenues from the production of the
Film Series and exploitation of the rights thereof, there can be no assurance
that the Film Series will be produced or that exploitation of the rights of the
Film Series will be successful. In addition, the Company has entered into a
Subscription Agreement (the "Subscription Agreement") with Robison Enterprises,
Inc. ("Robison") pursuant to which Robison shall purchase 600,000 shares of
common stock of the Company for a purchase price of a total of $600,000.
According to the Subscription Agreement, Robison shall purchase at least 50,000
shares of common stock on the last business day of each month, starting on
December 29. This transaction is a source of funds for the Company and if the
full amount of $600,000 is not fully paid by Robison the Company's financial
results can be adversely affected.
Competition
The motion picture industry is extremely competitive. The competition
comes from both companies within the same business and companies in other
entertainment media which create alternative forms of leisure entertainment. The
Company competes with several "major" film studios which are dominant in the
motion picture industry, as well as with numerous independent motion picture and
television production companies, television networks, and pay television systems
for the acquisition of literary properties, the services of performing artists,
directors, producers, and other creative and technical personnel, and production
financing. Many of the organizations with which the Company competes have
significantly greater financial and other resources than does the Company. The
majors are typically large, diversified entertainment concerns or subsidiaries
of diversified corporations which have strong relationships with creative
talent, exhibitors, and others involved in the entertainment industry, and whose
non-motion picture operations provide stable sources of earnings that offset
variations in the financial performance of their motion picture operations.
Anti-Takeover Provisions
The Amended and Restated Certificate of Incorporation of the Company
(the "Certificate") provides for a classified board, in which approximately
one-third of the directors are elected at each annual meeting. The By-laws of
the Company also require certain advance notice of nominations of directors. The
effect of such provision is to delay the ability of an insurgent group or
hostile acquirer to obtain control of the Board of Directors. In addition, the
Certificate authorizes the Board of Directors to issue up to 1,000,000 shares of
Class B Common Stock, the holders of which are entitled to cast ten votes per
share held, on all matters presented to stockholders. The Class B Common Stock
is otherwise identical to the Common Stock. Also, the Certificate authorizes the
Board of Directors to issue up to 2,000,000 shares of Preferred Stock in one or
more series, and to fix the number of shares constituting any such series, the
voting powers, designation, preferences, and relative participating, optional,
or other special rights and qualifications, limitations, or restrictions
thereof, including the dividend rights, terms of redemption (including sinking
fund provisions), conversion rights, and liquidation preferences of the shares
constituting any series, without any further vote or action by stockholders. The
Board of Directors may, therefore, issue Class B Common Stock or Preferred Stock
with voting and conversion rights which could adversely affect the voting power
of the holders of Common Stock. In addition, the issuance of Class B Common
Stock or Preferred Stock, as well as certain statutory provisions of Delaware
law, could potentially be used to discourage attempts by others to obtain
control of the Company through merger, tender offer, proxy contest, or otherwise
by making such attempts more difficult to achieve or more costly. Also, under
the employment agreements with Messrs. Feldman and Brokaw, certain payments may
be required to be made to them in the event of a change of control. Such
provisions may discourage a hostile takeover even if in the best interest of all
other stockholders.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents to which we refer you under the
heading "Documents Incorporated by Reference into this Prospectus" contain
forward-looking statements. In addition, from time to time, we or our
representatives may make forward-looking statements orally or in writing. We
base these forward-looking statements on our expectations and projections about
future events, which we derive from the information currently available to us.
You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes," "plans," "projected," "predicts," "potential," or "continue" or the
negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including the factors set forth
under the heading "Risk Factors," beginning on page 5 of this prospectus. These
and other factors may cause our actual results to differ materially from any
forward-looking statement.
Forward-looking statements are only predictions. The forward-looking
events discussed in this prospectus and the documents to which we refer you
under the heading "Documents Incorporated by Reference into this Prospectus" and
other statements made from time to time from us or our representatives, may not
occur, and actual events and results may differ materially and are subject to
risks, uncertainties and assumptions about us. We are not obligated to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this prospectus and other statements made from time to time from us or our
representatives, might not occur. For these statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
USE OF PROCEEDS
AEG will not receive any of the proceeds from the sale of shares offered
under this prospectus by the selling shareholder. This offering is intended to
satisfy our obligations to register under the Securities Act of 1933 the resale
of the shares of our common stock that will be issued to the selling
shareholders pursuant to the agreements of November 2000 and August 1999 and as
further set forth under "Selling Shareholders." The Company is responsible for
all the expenses incident to the registration, offering and sale of the shares
to the public, other than commissions or discounting of underwriters,
broker-dealers or agents.
PLAN OF DISTRIBUTION
The shares offered under this Prospectus may be sold from time to time
by the selling shareholders or by their respective pledgees, donees, transferees
or other successors-in-interest, (i) to or through underwriters, brokers or
dealers; (ii) directly to one or more other purchasers; (iii) through agents on
a best-efforts basis or otherwise, or (iv) through a combination of any such
methods of sale, all as further described in the applicable Prospectus
Supplement. The shares may be sold from time to time in one or more transactions
at a fixed price or prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at varying
prices determined at the time of sale, or at negotiated prices. Such sales may
be effected in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on which the shares
may be listed or quoted at the time of sale; (ii) in the over-the-counter
market; (iii) in transactions otherwise than on such exchanges or services or in
the over-the-counter market, or (iv) through the writing of options. In
connection with sales of the shares or otherwise, the selling shareholders may
enter into hedging transactions with broker-dealers or others, which may in turn
engage in short sales of the shares in the course of hedging the positions they
assume. The selling shareholders may also sell shares short and deliver shares
to close out such short positions, or loan or pledge shares to broker-dealers or
others that in turn may sell such securities. The selling shareholders may
pledge or grant a security interest in some or all of the shares owned by them
and if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time
pursuant to the Prospectus. The selling shareholders also may transfer and
donate shares in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling shareholders for
purposes of the Prospectus.
DESCRIPTION OF SECURITIES
Common Stock
The Company's certificate of incorporation provides for the
authorization of 15,000,000 shares of Common Stock, $.01 par value per share. As
of January 31, 2001, 5,041,030 shares of Common Stock of the Company were
outstanding. The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. The holders of
Common Stock are entitled to receive such dividends, if any, as may be declared
from time to time by the Board of Directors in its discretion from funds legally
available therefor. Upon liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to receive pro rata all assets
remaining legally available for distribution to stockholders after liquidating
distributions to the holders of Preferred Stock and any future capital stock
designated as being senior to the Common Stock. The holders of Common Stock have
no right to cumulate their votes in the election of directors. The Common Stock
has no preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to such shares. All
of the outstanding shares of Common Stock are fully paid and non-assessable.
The Company's certificate of incorporation provides for the
authorization of 1,000,000 shares of Class B Common Stock, $.01 par value per
share. As of January 31, 2001, no shares of Class B Common Stock were
outstanding. The holders of Class B Common Stock are entitled to ten (10) votes
for each share of Class B Common Stock held of record on all matters to be voted
on by stockholders. Each share of Class B Common Stock shall be convertible into
one share of Common Stock at any time. The designations, preferences, privileges
and voting powers of the shares of Class B Common Stock, and the restrictions
and qualifications thereof, are otherwise identical to those of the Common
Stock.
Preferred Stock
The Company's certificate of incorporation provides for the
authorization of 2,000,000 shares of Preferred Stock, $.01 par value per share.
As of January 31, 2001, no shares of Preferred Stock were outstanding. Preferred
Stock may be issued from time to time in one or more classes or series, and the
Board of Directors, without further approval of the stockholders, is authorized
to fix the dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences, sinking funds and any
other rights, preferences, privileges and restrictions applicable to each such
class or series of Preferred Stock. The issuance of Preferred Stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting power
of the holders of Common Stock and, under certain circumstances, delay or
prevent a change of control of the Company.
SELLING SHAREHOLDERS
All the shares offered by this prospectus were or will be issued to the
selling shareholders pursuant to the agreements in connection with the
transactions set forth herein.
400,000 shares offered by this prospectus were issued to Double Bay
Entertainment, Inc. pursuant to an Agreement and Plan of Merger dated November
21, 2000 by and among Avenue Entertainment Group, Inc., LCA Acquisition
Subsidiary, Inc., LCA Productions, Inc., and Double Bay Entertainment, Inc. (the
"Merger Agreement"). Up to 400,000 additional shares covered by this prospectus
will be issued to Double Bay Entertainment, Inc. on certain conditions as set
forth in the Merger Agreement, (i) depending on the market price of the common
stock as traded on AMEX and (ii) upon the first drawdown of the production
financing for the production of the four films under the title "The Adventures
Of...." series. The right to receive the additional 400,000 shares by Double Bay
Entertainment, Inc. expires on October 31, 2005.
600,000 shares offered by this prospectus will be issued to Robison
Enterprises, Inc. pursuant to a Subscription Agreement dated November 15, 2000
by and among Avenue Entertainment Group, Inc. and Robison Enterprises, Inc.
According to this Subscription Agreement, Robison Enterprises, Inc. shall
purchase 50,000 shares on the last business day of each month starting on
December 29, 2000. An additional 600,000 shares covered by this prospectus are
shares that are issuable by AEG to Robison Enterprises, Inc., upon the exercise
of a warrant dated November 15, 2000.
480,192 shares offered by this prospectus were issued to Hammer
International Foundation pursuant to a subscription agreement dated August 10,
1999 by and among Avenue Entertainment Group, Inc. and Hammer International
Foundation and 500,000 additional shares offered by this prospectus are shares
that are issuable by AEG to Michael Hammer, President and CEO of Hammer
International Foundation, upon the exercise of a warrant dated as of August 10,
1999.
Pursuant to each of the subscription agreements between the Company and
Robison Enterprises Inc. and between the Company and Hammer International
Foundation, both Robison Enterprises, Inc. and Hammer International Foundation
shall indemnify and hold harmless the Company and each of the Company's
directors, officers, stockholders and others from and against any and all loss,
damage, liability, or expense, due to or arising out of, among other things, the
resale and distribution by Robison Enterprises, Inc. or Hammer International
Foundation, as applicable, of their shares offered by this Prospectus, or any
portion thereof, in violation of the Securities Act of 1933.
The following table provides certain information with respect to the
shares held by the selling shareholders as of the date of this prospectus.
Except as described herein, the selling shareholders have not held any position,
office or had other material relationship with AEG or any of its affiliates
within the past three years other than as a result of their ownership of the
shares. Michael Hammer, who is the president and CEO of the Hammer International
Foundation, serves on the Board of Directors of the Company. In addition,
pursuant to the Subscription Agreement between the Company and Robison
Enterprises, Inc., Robison Enterprises, Inc. has a right to designate one board
member to the Company's board of directors. LCA Production Inc., which was
merged with LCA Acquisition Subsidiary, Inc., a wholly owned subsidiary of the
Company, pursuant to the Merger Agreement, is a party to a Production Services
License Agreement with Double Bay Entertainment, Inc. in connection with the
licensing of "The Adventures Of ...." series.
The shares registered under the Registration Statement of which this
prospectus is a part may be offered from time to time by the selling
shareholders named below as will be further described in a Prospectus
Supplement. The selling shareholders are under no obligation to sell all or any
portion of their shares, nor are they obligated to sell any of their shares
immediately under this prospectus. We will not receive any proceeds from any
sales of shares by the selling shareholders.
The following table sets forth certain information with respect to the
beneficial ownership of AEG's common stock by the selling shareholders as of
January 31, 2001.
Number of Number of
Shares of Shares of
Common Stock Common Stock
Beneficially Registered
Owned Herein
Name
Double Bay Entertainment, Inc.(1) 800,000(4) 800,000
Robison Enterprises, Inc.(2) 1,200,000(5) 1,200,000
Hammer International Foundation(3) 480,192 480,192
Michael Hammer(3) 500,000(6) 500,000
- -----------------------------
- -------------------------------------------------------------------------------
(1) The address is c/o the Law Offices of A. Chandler Warren, 7715 Sunset
Boulevard, Suite 208, Los Angeles, CA 90046.
(2) The address is c/o the Law Offices of A. Chandler Warren, 7715 Sunset
Boulevard, Suite 208, Los Angeles, CA 90046.
(3) The address is Hammer International Foundation, 2425 Olympic Blvd.,
Suite 140E, Santa Monica, CA 90404.
(4) Assuming all the additional 400,000 shares have been issued in
accordance with the terms of the Merger Agreement.
(5) Assuming exercise of all the shares issuable pursuant to the warrant
dated November 15, 2000.
(6) Assuming exercise of all the shares issuable pursuant to the warrant
dated August 10, 1999.
The number of shares that will be offered from time to time will be
further described in an applicable prospectus supplement, which will include the
number of shares that the selling shareholder will beneficially own after each
offering.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Arnold & Porter, 399 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated balance sheet of Avenue Entertainment Group as of
December 31, 1999 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended have been
incorporated in this Prospectus by reference to the Annual Report on Form 10-KSB
(File No. 001-12885) of Avenue Entertainment Group have been so incorporated in
reliance on the report of KPMG LLP, independent accountants, upon authority of
said firm as experts in accounting and auditing.
The report of KPMG LLP covering the December 31, 1999 consolidated
financial statements contains an explanatory paragraph that states that the
Company has suffered net losses from operations, has a working capital
deficiency and has incurred accumulated losses through December 31, 1999. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements do not included any
adjustments that might result from the outcome of this uncertainty.
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the provisions summarized under the heading Selling Shareholders, or
otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are "incorporating by reference" in the prospectus the information we
file with the Securities and Exchange Commission, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
except to the extent that this prospectus updates or supersedes the information.
Information that we file later with the Securities and Exchange Commission will
automatically update and supersede this information. We are incorporating by
reference the documents listed below and any future filings prior to the
termination of the offer we make with the Securities and Exchange Commission
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus.
o Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999.
o Quarterly Reports on Forms 10-QSB for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000.
o The description of our common stock contained in our registration
statement on Form 10SB, as filed with the Securities and Exchange
Commission on June 26, 1997 and any amendment or report filed for the
purpose of updating the description.
o Form 8-K as filed with the SEC on January 29, 2001.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address: 11111 Santa Monica Blvd., Suite 525,
Los Angeles, California 90025, Tel.: (310) 996-6800.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our filings with
the Securities and Exchange Commission are available to the public over the
Internet at the Securities and Exchange Commission's web site at
http://www.sec.gov. You may also read and copy any document we file at the
Securities and Exchange Commission's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. These documents are also available at the public
reference rooms at the Securities and Exchange Commission's regional offices in
New York, New York and Chicago, Illinois. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the public
reference rooms. Our Securities and Exchange Commission filings are also
available at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006, on which our common stock is listed. You may also visit us
at our World Wide Web site at www.avenue-entertainment.com.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information or
representations provided in this prospectus. We have authorized no one to
provide information other than that provided in this prospectus. We are not
making any offer of these securities in any state where the offer is not
permitted. The information contained in this prospectus is current as of January
31, 2001.
II-5
No dealer, salesperson or any other
person has been authorized to give
any information or to make any
representation not contained in
this Prospectus, and, if given or AVENUE ENTERTAINMENT GROUP, INC.
made, such information or
representation must not be relied
upon as having been authorized by
AEG or the selling shareholders.
This prospectus does not constitute
an offer to sell or a solicitation 2,980,192 SHARES OF COMMON STOCK
of an offer to buy any of the
securities offered by this
prospectus in any jurisdiction or
to any person to whom it is
unlawful to make such offer in such
jurisdiction. Neither the delivery
of this prospectus nor any sale PROSPECTUS
made hereunder shall, under any
circumstances, create any
implication that the information
herein is correct as of any time
subsequent to the date of this
prospectus or that there has been
no change in the affairs of AEG
since such date.
_________, 2001
=================================================== =====================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
American Stock Exchange Listing Fee......................... $35,000
Securities and Exchange Commission filing fee............... $470
Legal fees and expenses(1).................................. $40,000
Accounting fees and expenses(1)............................. $
Cost of printing and preparing Registration Statement,
Blue sky and legal investment memoranda fees
Miscellaneous expenses(1)................................... $5,000
Total............................................... $
-----------------------------
(1)Estimated
Item 15. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law, which specifies that
a director of a company adopting such a provision will not be personally liable
for monetary damages for breach of fiduciary duty as a director, except for the
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation and Bylaws provide for
mandatory indemnification of directors and authorizes indemnification for
officers (and others) in such manner, under such circumstances and to the
fullest extent permitted by the Delaware General Corporation Law, which
generally authorizes indemnification as to all expenses incurred or imposed as a
result of actions, suits or proceedings if the indemnified parties act in good
faith and in a manner they reasonably believe to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, in addition, had no reasonable cause to believe that their conduct
was unlawful and the Certificate of Incorporation provides the right to such
expenses in advance of the final disposition of any such action, suit or
proceeding. The Company believes that these provisions are necessary or useful
to attract and retain qualified persons as directors.
Item 16. Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated November 21, 2000, by and among the
Company, LCA Acquisition Subsidiary, Inc., LCA Inc. and Double Bay
Entertainment, Inc. Incorporated herein by reference to Exhibit 10 of
the Company's Form 8-K filed on January 29, 2001.
2.2 Amendment Number 1 dated January 8, 2001 to the Agreement and Plan of
4.1 Subscription Agreement dated November 15, 2000 between Robison
4.2 Amendment Number 1 dated January 8, 2001 to the Subscription Agreement
4.3 Amendment Number 2 dated January 8, 2001 to the Subscription Agreement
4.4 Subscription Agreement between the Company and Hammer International
4.5 Warrant issued by the Company to Robison Enterprises, Inc. dated
4.6 Warrant issued by the Company to Hammer International Foundation dated
5.1 Opinion of Counsel to the Company**
23.1 Consent of counsel to the Company, included in Exhibit 5.1
23.2 Consent of KPMG LLP.**
24.1 Powers of Attorney*
-----------------------------
* Previously filed as exhibit to registration statement on Form S-3 on
February 1, 2001.
** Filed herewith.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(2) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrar pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, any information omitted from the form of prospectus
filed as a part of this registration statement in reliance upon
Rule 430A and contained in any form of prospectus filed by the
registrant pursuant to Rule 242(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, in the state of California, on February 12, 2001.
AVENUE ENTERTAINMENT GROUP, INC.
By: Cary Brokaw
President, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person, in so signing also makes, constitutes and appoints Cary
Brokaw and Sheri Halfon, and each of them acting alone, his true and lawful
attorney-in-fact, with full power of substitution, to execute and cause to be
filed with the Securities and Exchange Commission pursuant to the requirements
of the Securities Act of 1933, as amended, any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, and hereby ratifies and confirms
all that said attorney in fact or his substitute or substitutes may do or cause
to be done by virtue hereof.
NAME CAPACITY DATE
- --------------------------------------- ----------------------------- ---------
Gene Feldman* Chairman of the Board
Cary Brokaw* President, Chief Executive Officer and
Director
Sheri L. Halfon* Senior Vice President, Chief Financial
Officer and Director
Michael Feldman* Executive Vice President
and Director
Doug Rowan* Director
Michael Hammer* Director
*By: Cary Brokaw
(Attorney in Fact)