Another blank check company, TM Entertainment & Media, Inc., has filed an S-1. The offering is being underwritten by Pali Capital. According to the company, its acquisition efforts will be focused on acquiring an operating entity in the entertainment, media, digital or communications industries
2020 ChinaCap Acquirco, Inc. – STILL IN REGISTRATION
Number of units being offered: 9,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $5.50 per share.
Underwriter: Pali Capital
Proposed ticker symbols
Common stock: TMI
Warrants: TMI-WT
Units: TMI-U
Common shares to be outstanding subsequent to IPO: 11,250,000
Shares to be held by public shareholders: 9,000,000
Shares held by insiders: 2,500,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $72 million
Net proceeds to be held in escrow: $70,520,000 (includes $2,000,000 from the sale of warrants to the insiders and $2,160,000 of offering costs deferred by the underwriter). Up to $1.9 million of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.84
Date of IPO: N/A
Date of original filing: June 18, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,250.000 shares purchased at $.0111 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 2.1 million warrants in a private placement prior to the offering. The total proceeds of $2,100,000 million will be placed into the trust account.
The underwriters have also agreed to defer $2,160,000 of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: TM Entertainment and Media, Inc. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a domestic or foreign operating business. Our efforts in identifying a target business will not be limited to a particular industry or to any geographic location; however, we intend to focus on identifying a prospective target business in the entertainment, media, digital or communications industries
Description of principals: Theodore S. Green. Theodore (Ted) S. Green has served as our Chairman, Co-Chief Executive Officer and a director since our inception. From 2003 to 2006, Mr. Green was the Chief Executive Officer of Anchor Bay Entertainment, which at such time was the subsidiary of IDT Entertainment, Inc. that focused on the production, marketing and distribution of various media. Mr. Green began serving as Chief Executive Officer, with the acquisition of Anchor Bay from The Handleman Co. Mr. Green had full operating authority over the marketing, financial, sales, products, operations, legal, business and corporate resources departments. Prior to that, in 2001, Mr. Green established Greenlight Consulting Inc., a project-based consulting practice focused on the media and entertainment industry. Greenlight Consulting’s clients include Sony Music and Vivendi-Universal as well as numerous other regional media organizations. Prior to founding Greenlight Consulting, in 2000, Mr. Green was President and Chief Operating Officer of MaMaMedia, Inc., an Internet company that creates activity-based learning products for children and their families. From 1992 to 2000, Mr. Green was the founder and President of Sony Wonder, the division of Sony BMG Music Entertainment responsible for the production and distribution of media geared toward youthful audiences and also for all home video distribution. Mr. Green was responsible for all creative, production, operations, finance, marketing and business efforts. Beginning in 1989, Mr. Green was the Executive Vice President of Administration and Operations for ATCO Records, a music industry label co-owned with The Warner Music Group. Mr. Green was responsible for all business, legal and financial operations. From 1982 until 1989, Mr. Green served as the Senior Vice President of Polygram Records, overseeing the Business Affairs and Music Publishing divisions of the company. Mr. Green was responsible for negotiations, administration, rights and contracts. Mr. Green’s career in the entertainment industry began first in the legal department and thereafter as the Director of Business Affairs for CBS Records. Prior to that Mr. Green practiced general entertainment law at the firm of Moses Singer. Mr. Green holds a BS from Cornell University and received his JD from Columbia University School of Law.
Malcolm Bird. Malcolm Bird has served as our Co-Chief Executive Officer and a director since our inception. Mr. Bird has worked in the entertainment industry for the past 25 years. Mr. Bird served as senior vice president of kids and teens for AOL from December 2002 through his resignation in March 2007. Mr. Bird was responsible for strategy, development, instigation, sales, staffing, business development, marketing, and public relations. From 1995 to 1997 Mr. Bird was Director of International Programming at Hanna-Barbera Studio responsible for program development, negotiation with international broadcasters, production, licensing development, liason with International Cartoon Network and branding for Europe, Asia Pacific and Latin America. From 1997 to 1999, Mr. Bird was head of youth programming at USA Broadcasting. Working with the senior management team, (Jon Miller and Barry Diller), Mr. Bird was responsible for 20 hours of Barry Diller’s new “CityVision” network, WAMI. From 1999 to 2002, Mr. Bird was President of Craftsman Productions, Inc., a company he co-founded in 1995 to develop and produce innovative programs for television. Mr. Bird created, developed and sold into broadcast and cable networks programming. Mr. Bird has been involved in publishing, marketing, public relations, radio, television development, television production, international business (overseeing operations in Europe, Asia Pacific, and Latin America for a Hollywood studio), and multi-platform business development. Mr. Bird has received two Emmy awards and two Telly awards. Mr. Bird sits on the executive board of directors of the National Children’s Museum in Washington, D.C.
SEC filings: sec.gov |
