Tom or any one
I've been watching gnnx for the last 120 days, couple of weeks ago I was researching a SEC site I came a cross the paper work on gnnx name change and data on fin and a new stock issue of 3 mil at 7-10 dollars does any understand this? Can any one explain this?
Genesisintermedia Com Inc · SB-2/A · 5/17/99
Accession Number 0001047469-99-021275
File Number 333-66281 (99628753)
Filed By Filing Filed On/ "Issuer"
Filed Filer, Reporting Form or Effective/ Docs: Subject Company Filer's
As Of Owner or Group Member Schedule Period/Why Pages or Serial Company Agent
This Filing:
5/17/99 Genesisintermedia Com Inc SB-2/A 6:118 1047469
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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer · Form SB-2
Filing Table of Contents
Document Description Pages Bytes
1 SB-2/A Pre-Effective Amendment to Registration of 97 434K
Securities by a Small-Business Issuer
2 EX-10.22 Material Contract 6 22K
3 EX-10.25 Material Contract 11 42K
4 EX-10.26 Exhibit 10-26 1 6K
5 EX-23.1 Consent of Experts and Counsel 1 5K
6 EX-27.1 Financial Data Schedule 2 6K
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SB-2/A · Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer
Document Table of Contents
Page (sequential) | (alphabetic) · Top
1998 Stock Incentive Program
Acquisitions and Alliances
Business
Certain Transactions
Description of Capital Stock
Earnings per Share
Employee compensation programs
Executive compensation
Legal proceedings
Liquidity and capital resources
Management
Management's Discussion and Analysis of Financial Condition and Results of Operations
Preferred stock
Regulation
Risk Factors
State law provisions
Stock Option Plan
Underwriting
Use of Proceeds
1 1st Page
9 Risk Factors
12 Use of Proceeds
17 Management's Discussion and Analysis of Financial Condition and Results of Operations
24 Liquidity and capital resources
27 Business
40 Acquisitions and Alliances
45 Regulation
47 Legal proceedings
49 Management
51 Executive compensation
52 Employee compensation programs
" 1998 Stock Incentive Program
55 Certain Transactions
58 Description of Capital Stock
" Preferred stock
59 State law provisions
64 Underwriting
77 Earnings per Share
84 Stock Option Plan
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
REGISTRATION NO. 333-66281
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 6
TO
FORM SB-2/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GENESISINTERMEDIA.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 7311 95-4710370
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
Incorporation or Organization) Number)
------------------------
13063 VENTURA BOULEVARD
STUDIO CITY, CALIFORNIA 91604-2238
(818) 464-7270
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
------------------------
RAMY EL-BATRAWI
13063 VENTURA BOULEVARD
STUDIO CITY, CALIFORNIA 91604-2238
(818) 464-7270
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
COPIES TO:
THEODORE R. MALONEY ASHER M. LEIDS
NIDA & MALONEY, P.C. DONAHUE, MESEREAU & LEIDS LLP
800 Anacapa Street 1900 Avenue of the Stars, Suite 2700
Santa Barbara, California 93101 Los Angeles, California 90067
(805) 568-1151 (310) 277-1441
------------------------
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED MAY 17, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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PROSPECTUS
, 1999
[LOGO]
[LOGO]
GENESISINTERMEDIA.COM, INC.
2,000,000 SHARES OF COMMON STOCK
We are a marketing company that markets our own products and our clients'
products utilizing conventional media and interactive multimedia technologies.
The underwriters named in this prospectus are initially offering the stock in
the United States and internationally on a firm commitment basis at a price we
currently estimate will be between $7 and $10 per share. All of the common stock
being offered is being sold by us.
This is our initial public offering and no public market currently exists
for our stock. Our stock has been approved for listing on the Pacific Exchange
under the symbol GNS. We have also applied to have our stock quoted on the
Nasdaq National Market under the symbol GENI.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK AND COULD RESULT IN A LOSS OF
YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 7.
PER SHARE TOTAL
---------- ----------
- Price to the Public................................................................... $ $
- Underwriting Discounts and Commissions................................................ $ $
- Proceeds to Genesis................................................................... $ $
------------------------
The table does not include a three percent (3%) non-accountable expense
allowance payable to the underwriters. The underwriters may purchase an
additional 300,000 shares solely to cover over-allotments.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
MILLENNIUM FINANCIAL GROUP, INC.
HD BROUS & CO., INC.
AMERICAN FRONTEER FINANCIAL CORPORATION
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GenesisIntermedia.com, Genesis Intermedia, Genesis Media, Genesis Media
Group, Centerlinq, the Genesis Media logo and the Genesis Intermedia logo are
trademarks of GenesisIntermedia.com, Inc. Other trademarks referenced in this
prospectus are trademarks of their respective legal owners.
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PROSPECTUS SUMMARY
THE FOLLOWING IS ONLY A SUMMARY AND YOU SHOULD REFER TO THE MORE DETAILED
INFORMATION AND THE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES APPEARING
ELSEWHERE IN THIS PROSPECTUS.
GENESISINTERMEDIA.COM, INC.
We are a marketing company that has historically marketed and sold our own
products and those of our clients through conventional media channels. We have
more recently supplemented our marketing efforts with the interactive multimedia
technologies described below. We refer to this innovative blend of marketing
services as an integrated multimedia marketing solution.
As a marketing company, we sell our marketing services and we also may
market, advertise and sell a wide variety of products. The products that we have
marketed and sold or are currently marketing and selling include:
- audio and video cassette packages and accompanying materials based on the
book Men Are From Mars, Women Are From Venus, authored by John M. Gray,
Ph.D.;
- audio and video cassette packages and accompanying materials based on
stock, commodities and real estate investing programs; and
- consumer products, such as skin care and automotive products and exercise
equipment.
In general, interactive multimedia technologies allow businesses to convey a
combination of text, graphics, sound, video and animation content to consumers,
and these technologies permit consumers to actively manipulate this content. For
example, individuals using an interactive multimedia technology may choose to
play a game or to request specific information that is immediately delivered in
an entertaining and engaging format.
Interactive multimedia technologies include:
- compact discs, or CD-ROMs, and digital video discs, or DVDs, which
deliver audio and visual information stored on a disk through a
computer or other device, and
- the Internet, which allows individuals, businesses and governments
throughout the world to communicate with one another in a common
language and offers a wide array of resources to the general public.
The Internet allows any business to open its doors to the world, via an
electronic storefront, and to market its products and services to a group of
individuals who may never have had access to that business' products and
services in any other context. In addition, electronic commerce, or eCommerce,
and the Internet now allow that business to sell its products and services
directly to the customer over the Internet. With some audio, video and textual
content, this sale and the delivery of product can both be immediate.
Through our Centerlinq Network we utilize freestanding Internet access
portals known as kiosks to provide consumers with direct access to the Internet
and to marketing messages that are delivered in an interactive format and
targeted to consumers with a specific demographic profile. The Centerlinq kiosks
provide a window to the Internet via a touch screen computer terminal, which can
be installed in almost any location, such as shopping malls, grocery stores,
schools and city halls. The kiosks provide us and other businesses with
information regarding the preferences and interests of the consumers who utilize
them, which enables these businesses to more successfully target consumers
likely to purchase their products and services in the future.
In addition, we recently obtained the right to acquire a computerized travel
marketing system known as the Contour System. This hardware and software will
provide us with a new distribution channel tailored to the travel industry. With
this system, we will be able to concurrently market the Contour System services
to
3
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travel industry participants, such as travel wholesalers, consolidators and
agents, to assist them in the sale of their products and services, as well as
sell travel products directly to the consumer over the Internet or through our
Centerlinq kiosks. We acquired the rights to the Contour System as part of a
strategic alliance with Global Leisure Travel, Inc., under which we will be
their principal marketing and advertising agent and their exclusive Internet
marketing and advertising agent and eCommerce consultant and provider.
Our principal executive offices are located at 13063 Ventura Boulevard,
Studio City, California 91604-2238. Our telephone number at that location is
(818) 464-7270.
THE OFFERING
Total common stock offered.......... 2,000,000 shares
Assumed offering price.............. $8.50 per share
Outstanding common stock
Before offering................. 3,310,000 shares, exclusive of options
After offering.................. 5,310,000 shares, exclusive of options, including the
underwriters' over-allotment option.
Outstanding convertible preferred
stock............................. 142,858 shares, each convertible into one share of common
stock.
Use of proceeds..................... The net proceeds to be received by Genesis from the
offering are estimated to be approximately $14,330,000.
We intend to use the proceeds for expansion of operations,
acquisitions and for general corporate purposes, including
using $2 million of the proceeds over 18 months to develop
and deploy interactive multimedia kiosks in regional
shopping malls across the United States and other
entertainment centers and using approximately $2.5 million
of the proceeds to acquire a computerized travel-package
marketing system.
Proposed Pacific Exchange symbol.... GNS
Proposed Nasdaq symbol.............. GENI
4
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SUMMARY FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The following tables set forth summary financial data to aid investors in
their analysis of this potential investment. The summary financial data should
be read in conjunction with our complete financial statements and notes included
elsewhere in this prospectus.
STATEMENT OF OPERATIONS DATA
Effective January 1, 1999, we terminated our S corporation status. Prior to
January 1, 1999, our taxable income was passed through to our individual
stockholders who were responsible for paying federal and state income taxes on
their portion of Genesis's taxable income. The pro forma information reflects
our net income (loss) and earnings per share as if we were taxed as a C
corporation for all periods presented. The income tax rate used is 40% which
approximates the federal and state income tax rates for the respective periods.
See note 12 to the financial statements.
The basis for the determination of stock used in computing net earnings
(loss) per share in the following table is described in note 1 to the financial
statements.
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED
--------------------------------------------------------------- MARCH 31,
1995 1996 1997 1998 ----------------------------
------------- ----------- --------- --------- 1998 1999
(UNAUDITED) ------------- -------------
1994 (UNAUDITED) (UNAUDITED)
-------------
(UNAUDITED)
STATEMENTS OF OPERATIONS DATA:
Total net revenue................ $ 332 $ 8,665 $ 14,342 $ 18,164 $ 14,906 $ 4,580 $ 7,798
Income (loss) from operations.... (149) 111 386 2,435 1,592 414 624
Net income (loss)................ $ (151) $ 93 $ 386 $ 2,367 $ 1,427 $ 394 $ 383
Basic earnings (loss) per
share.......................... $ (0.04) $ 0.02 $ 0.10 $ 0.61 $ 0.37 $ 0.10 $ 0.12
Diluted earnings (loss) per
share.......................... $ (0.04) $ 0.02 $ 0.10 $ 0.61 $ 0.37 $ 0.10 $ 0.12
Shares used in computing earnings
(loss) per share............... 3,883 3,883 3,883 3,884 3,847 4,000 3,241
Pro forma net income (loss)...... $ (151) $ 93 $ 232 $ 1,441 $ 874 $ 239
Pro forma basic earnings (loss)
per share...................... $ (0.04) $ 0.02 $ 0.06 $ 0.37 $ 0.23 $ 0.06
Pro forma diluted earnings (loss)
per share...................... $ (0.04) $ 0.02 $ 0.06 $ 0.37 $ 0.23 $ 0.06
BALANCE SHEET DATA
The following pro forma balance sheet data are adjusted to give effect to
the private placement of 142,858 shares of convertible preferred stock in April
1999 at $7 per share, net of commissions and expenses of $115,000, and the
issuance of 75,000 additional shares of common stock for no additional
consideration in April 1999 to investors that had purchased 175,000 shares of
common stock in January 1999 at $10.00 per share. The second issuance was to
bring the effective purchase price of the total 250,000 shares of common stock
to $7 per share. See note 10 to the financial statements.
The pro forma as adjusted balance sheet data are also adjusted to give
effect to:
- the pro forma adjustments described in the preceding paragraph; and
- the sale of 2,000,000 shares of common stock in this offering at an
assumed initial public offering price of $8.50 per share, after deducting
underwriting discounts and commissions and estimated offering expenses
payable by Genesis.
5
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AS OF MARCH
AS OF DECEMBER 31, 31, 1999
----------------------------------------------------------------- -------------
1995 1996 1997 1998
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