Liquidity! : "10,615,884 SHARES
GENESISINTERMEDIA.COM, INC.
COMMON STOCK
The shares of common stock of GenesisIntermedia, Inc. covered by this prospectus may be sold from time to time by the stockholders specified
in this prospectus or their pledgees, donees, transferees or other successors in interest. This prospectus relates to:
• 10,615,884 shares, of which:
883,170 are shares which may in the future be issued to certain selling stockholders upon the conversion of the debentures;
1,117,500 are shares which may in the future be issued to certain selling stockholders upon the exercise of outstanding warrants;
8,615,214 are shares of outstanding common stock; and
• a presently indeterminate number of additional shares that may be issuable upon stock splits, stock dividends, recapitalizations or other similar
transactions, in accordance with Rule 416 under the Securities Act of 1933.
Those number of shares as to which this prospectus relates is based on the outstanding shares of common stock and the exercise of warrants at
the current applicable conversion or exercise rate; however, the shares issuable upon conversion of the debentures are subject to adjustment and
could be more or less than the estimated amount listed in this prospectus, depending on factors which cannot be predicted at this time. Additionally,
the number of shares of common stock issuable upon exercise of the warrants held by Elliott Associates, L.P., Elliott International, L.P., Denmore
Investments Ltd., Infinity Outdoor, Inc., and The Macerich Company listed in this prospectus are a maximum number as of the date of this
prospectus. On March 21, 2001, we effected a three-for-one stock split in the form of a dividend to our stockholders. All share numbers used in
this prospectus shall reflect this stock split.
The common stock is listed on the Nasdaq National Market under the symbol “GENI,” on the Pacific Exchange under the symbol “GNS,” and
on the Frankfurt Stock Exchange under the symbol “GIA.” On May 24, 2001, the last sale price of the common stock on the Nasdaq National
Market was $16.70 per share.
Our principal executive offices are located at 5805 Sepulveda Boulevard, 8th Floor, Van Nuys, CA 91411, and our telephone number is (818)
902-4300. Our website is located at http:\\www.genesisintermedia.com. Information contained in our website is not a part of this prospectus.
An investment in the shares offered in this prospectus entails a high degree of risk. See "Risk Factors" beginning on page 4 for
information that should be considered by prospective investors.
Neither the Securities and Exchange Commission nor or any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 25, 2001.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the Commission will automatically update and supersede previously filed information,
including information contained in this prospectus.
We incorporate by reference the documents listed below and any future filings we make with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until this offering has been completed:
The description of our common stock, contained in our registration statement filed on Form 8-A filed with the Commission on December 9,
1998.
The Annual Report on Form 10-K for the period ended December 31, 2000 filed with the Commission on April 16, 2001, as amended by
filings made with the Commission on April 30 and May 25, 2001.
You may request free copies of these filings by writing or calling us at:
GenesisIntermedia, Inc.
5805 Sepulveda Boulevard, 8th Floor
Van Nuys, California 91411
(818) 902-4300
Attn: Investor Relations
This prospectus is part of a registration statement we filed with the Commission. You should rely only on the information or representations
provided in this prospectus. We have authorized no one to provide you with different information. The selling stockholders are not making an offer
of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of the document.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports, proxy materials and other information with the Commission. You
may read and copy these reports, proxy materials and other information at:
Securities & Exchange Regional Office of the SEC Regional Office of SEC
Commission 7 World Trade Center 500 West Madison Street
Public Reference Room Suite 1300 Suite 1400
450 Fifth Street, N.W. New York, NY 10048 Chicago, IL 60661-2511
New York, NY 10048
You can request copies of these documents by writing to the Commission and paying a fee for the copying costs. Please call the Commission at
1-800-SEC-0330 for more information about the operation of the public reference room. Our Commission filings are also available at the
Commission's Internet web site at sec.gov. You may also visit our Internet site at http:\\www.genesisintermedia.com.
2
THE COMPANY
GenesisIntermedia, Inc. uses its core competencies to develop technologies and technology-related companies to market and sell products and
services in strategically identified market segments. We own distinct marketing channels, and through CENTERLINQ, are a leading provider of
public Internet access portals in shopping malls. We have been establishing an infrastructure to build, develop and nurture new companies and
technologies, with an emphasis on matching traditional products, services and businesses with compatible technologies. We market our products
and services, which we develop, license exclusively or distribute for third parties, utilizing traditional media, including network and cable television,
radio, newspapers and magazines, as well as newer technologies, including the Internet and our CENTERLINQ network. As we have done with
CENTERLINQ, we leverage our strength in operations, marketing and the deployment of traditional and new media to advance new and
innovative technologies within strategically identified market segments.
Historically, our operation has consisted of the marketing, advertising and sales of our own products and those of our clients utilizing traditional
marketing channels. While we continue to utilize conventional media to fulfill our marketing needs and those of our clients, our focus more recently
has been on investing in and bringing to market innovative technology-based concepts that center around use of emerging technologies, including the
Internet.
We intend to continue to search for market segments in which we believe marketing and technology strategies can be applied to leverage growth
and efficiency. As we identify these segments, we intend to develop, acquire or otherwise apply technologies or our marketing capabilities to
achieve growth and increased market share.
We may do this through the acquisition of businesses, as we have done with CarRental Direct.com, Inc., through services agreements where we
make our technologies and marketing available to third parties or for our own products, as we do with Men are From Mars, Woman are From
Venus products, or through the development of new technologies to create new market opportunities, as we have done with CENTERLINQ.
CENTERLINQ is an integration of equipment and software that creates an attractive physical presence in retail malls, allowing for interactive
advertising and retailing. CENTERLINQ is also accessible through the Internet at centerlinq.com. Advertising displayed on large
screen monitors on and adjacent to the public access kiosks enhances network usage and revenues. We have invested heavily to support the
operational needs of CENTERLINQ and to attain a leadership position as a network of public Internet portals.
At March 31, 2001, CENTERLINQ was deployed and operating in 32 shopping malls across the United States. Traffic at these malls could
enable CENTERLINQ to create up to approximately 35 million impressions per month. We foresee CENTERLINQ network expansion in
additional malls through North America, and are discussing expansion in Europe and Latin America.
Even though we are entering emerging markets and have begun to generate revenue from CENTERLINQ, we continue to rely on marketing
production for a substantial part of our revenues. Proprietary products sold by us through integrated marketing capabilities including audio and
video tapes and companion material productions based on the book Men Are From Mars, Women Are From Venus, by John M. Gray, Ph.D.,
and other new products we have recently acquired. We expect that revenue from the marketing products will continue to account for a major
percentage of our revenues in the foreseeable future but, while revenues are expected to rise, the overall percentage of revenues that can be
attributed to the these marketing activities will decline as we make additional investments and acquisitions and generate additional growth from
technology-related enterprises. |
