UNITED STATES
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): July 10, 2002
CAVALCADE OF SPORTS MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-31048 33-0766069
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(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
12268 Via Latina, Del Mar, California 92914
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (858) 481-2207
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(Former name or former address, if changed since last report.)
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5.
ITEM 5. OTHER EVENTS.
A. Cineports, Inc.
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As scheduled in the Plan and Agreement of Merger for the Registrant's
acquisition of Cineports.com, Inc. by means of a merger of
Cineports.com, Inc. with and into a wholly-owned subsidiary of the
Registrant, the merger was closed on July 10, 2002, to be effective as
of 12:01 a.m. July 1, 2002.
Cineports' is engaged in the acquisition of distribution agreements with
several foreign film libraries to sell films to homeowners, on a
pay-per-view basis, via broadband. Currently, Cineports has
distribution agreements with substantial European film libraries.
Cineports is currently developing a secured delivery system.
To effectuate the forward triangular merger, Registrant issued:
1. For the 1,135,519 shares of Cineports' Series A Preferred Stock,
Cavalcade, 567,780 shares of its Common Stock, or two (2) share of
Cavalcade's Common Stock for each four (4) shares of the Series A;
2. For the 80,000 shares of Cineports' Series B Preferred Stock,
Cavalcade shall issue 100,000 shares of its Common Stock, or one and a
quarter (1.25) shares of Cavalcade's Common Stock for each one (1)
share of the Series B; and
3. For the 10,304,5561 shares of Cineports' Common Stock, Cavalcade
shall issue (i) 4,121,822 shares of Cavalcade's Common Stock and (ii)
6,182,733 Warrants, each giving the holder the right to purchase a
share of Cavalcade's Common Stock, within a two year period after
issuance, at an exercise price of One Dollar and Twenty Cents ($1.20),
or four-tenths of a shares of Cavalcade's Common Stock and one (1)
Warrant for each share of Cineports' Common Stock.
Contemporaneously with the closing of the merger, the president of
Cineports.com, Inc., Jefferson D. Simmons, became president of
Registrant and the secretary of Cineports.com, Inc., Arnold Lutzker,
became Secretary of Registrant.
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B. ChangeBridge Entertainment Television LLC.
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Pursuant to the Plan and Agreement of Reorganization for the acquisition
of Changebridge Television, Inc. (formerly ChangeBridge Entertainment
Television LLC,) the transaction was automatically effective at and as
of 12:01 a.m. on July 1, 2002. To effectuate the acquisition, Richard
Levinson contributed all of the assets of his single-owner limited
liability company (disregarded entity) to a newly-organized Nevada
corporation, "ChangeBridge Television, Inc.". The Registrant then
acquired that corporation as a wholly-owned subsidiary. In the
stock-for-stock exchange, Registrant acquired all of the issued and
outstanding capital stock of ChangeBridge Television, Inc. for all
100,000 shares of the newly designated series of preferred stock, the
so-called "ChangeBridge Acquisition Series. Each share of such series
has a par value of $.001, a stated capital of $.001 ($10.00), is
entitled to one (1) vote per share and votes with the Common Stock of
Cavalcade as a single class, is entitled to elect 49.9% of the Board of
Directors of Newco, receives such dividends as the Board of Directors of
Cavalcade shall determine, but only to be paid from the earned income of
Newco and are entitled to convert into shares of the Common Stock of
Cavalcade on the basis of the following formula:
Upon receipt of the audited statements as of the fiscal year ended
December 31, 2005) the net income of ChangeBridge, after federal and
state income taxes, shall be determined. Such after-tax net income shall
be multiplied by the same price earnings multiple "P/E Multiple" given
by the market for Cavalcade. The result of multiplying the after-tax
net income by the P/E Multiple shall be divided by the average of the
closing bid and Asked prices of the Cavalcade Common Stock for the
twenty (20) sequential trading days prior to and including the date of
the calculation, which shall be deemed to be the date of the auditor's
report on the financial statements. The result shall be the number of
shares of Common Stock of Cavalcade into which the total number of
shares of both (1) the ChangeBridge Acquisition Series of Convertible
Preferred Stock and (2) the ChangeBridge Funding Series of Convertible
Preferred Stock shall be converted, adding the shares of each Series
together and converting pro rata.
To provide funding to ChangeBridge, Registrant also designated a second
series of preferred stock, called the ChangeBridge Funding Series,
consisting of 1,000,000 shares. Each share of the ChangeBridge Funding
Series has a par value of $.001, a stated capital of $10.00, is entitled
to cumulative dividends at the rate of 10% but solely based upon and
derived from the earnings of Newco, has one vote per share, and votes
with the Common Stock as a single series. The series automatically
convertible into shares of Common Stock of Cavalcade at the time of the
conversion of the ChangeBridge Acquisition Series on the same formula.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
After a review of the acquisitions by the Registrant's auditors, it has
been determined that no audited financial statements for the two
transactions are required as neither company was doing business within
the meaning of the applicable SEC rules and regulations as of the
acquisition dates. Accordingly, no financial statements need or will be
supplied.
Attached as an Exhibit are the respective Plans and Agreements of Merger
and Reorganization respectively, and the Articles of Merger and
Certificate of Merger as filed in Nevada and Delaware respectively for
the Cineports.com, Inc. transaction.
Also attached as Exhibits are the Certificates of Designation of the
ChangeBridge Acquisition Series and the ChangeBridge Funding Series.
Exhibit Index
4.3 Certificate of Designation for ChangeBridge Acquisition
Series of Preferred Stock
4.4 Certificate of Designation for ChangeBridge Funding Seris of
Preferred Stock
10.17 Plan and Agreement of Reorganization with Richard Levinson
(ChangeBridge)
10.18 Plan and Agreement of Merger with Cineports.com, Inc.
10.19 Articles of Merger (Nevada) for Cineports.com. Inc.
transaction
10.20 Certificate of Merger (Delaware) for Cineports.com, Inc.
transaction
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cavalcade of Sports Media, Inc.
/s/ Jefferson D. Simmons
Date: July 24, 2002 ___________________________________
By: Jefferson D. Simmons, President
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