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You are correct, however the sale never went through. I have connections with Camsing.
Did you read the agreement? It was pasted way down the post by accident. It shows a large amount of profit. Not what they reported to SEC.
I am coping the Notice of Proposed Acquisition of POW by Camsing with the Hong Kong Stock Exchange
It is interesting in how it describes the assets of the transaction and makes no assertions that it is selling the Brand vs some branded characters
Most interesting is that the Outside Date before the deal expired is June 30-
"If any of the Conditions are not satisfied or otherwise waived (as the case may be) on or before the Outside Date, the parties shall not be obliged to proceed to Completion, and the Merger Agreement shall become null and void and no party shall have any claim against other parties except in respect of claims arising out of any deliberate material breach of the Merger Agreement"
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2662)
DISCLOSEABLE TRANSACTION
PROPOSED ACQUISITION OF POW! ENTERTAINMENT, INC.
THE MERGER AGREEMENT
It is proposed that POW! Entertainment, a US public company formed under the laws of Delaware and the shares of which are traded on the OTC Pink Market, be taken private by way of the Merger. Pursuant to the Merger Agreement dated 5 May 2017 among First Creative, Merger Sub and POW! Entertainment, (i) Merger Sub will be merged with and into POW! Entertainment as the surviving entity, (ii) POW Entertainment will be solely owned by First Creative; and (iii) First Creative will pay the Gross Consideration of USD$11,500,000, which will be applied first to obligations of POW! Entertainment, including a reserve for potential liabilities, with the balance being paid to POW! Entertainment’s stockholders.
LISTING RULES IMPLICATIONS
As Merger Sub is a direct wholly-owned subsidiary of First Creative, which is in turn an indirectly wholly-owned subsidiary of the Company, the entering into of the Merger Agreement shall also be a transaction of the Company under Chapter 14 of the Listing Rules as the definition of “listed issuer” under the Listing Rules shall include the listed issuer’s subsidiaries.
The Merger constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but is below 25%.
AS COMPLETION IS SUBJECT TO THE FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE CONDITIONS, THE MERGER MAY OR MAY NOT PROCEED. THE ISSUE OF THIS ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE MERGER WILL BE IMPLEMENTED OR COMPLETED. SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE COMPANY.
PROPOSED ACQUISITION
The shares in POW! Entertainment are traded on the OTC Pink market. In January 2017, POW! Entertainment filed a form with the United States Securities and Exchange Commission to terminate its registration under the United States Securities Exchange Act of 1934, with the result that POW! Entertainment is no longer a reporting company. Pursuant to the Merger Agreement, as a result of the Merger, the stock of POW! Entertainment will no longer be publicly traded and all of the stock of POW! Entertainment will be privately owned by First Creative. The Merger is proposed to proceed by way of a business combination transaction between Merger Sub, which is wholly-owned by First Creative and in turn indirectly wholly-owned by the Company, and POW! Entertainment in accordance with the terms and conditions of the Merger Agreement entered into among First Creative, Merger Sub and POW! Entertainment on 5 May 2017, pursuant to which Merger Sub will, subject to the Conditions, merge with and into POW! Entertainment with POW! Entertainment surviving the Merger and becoming a wholly-owned subsidiary of First Creative, and the Company will in turn indirectly hold the entire shareholding interests in POW! Entertainment.
The Merger Agreement
On 5 May 2017, First Creative, Merger Sub and POW! Entertainment entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will be merged with and into POW! Entertainment, with POW! Entertainment being the surviving entity of the Merger and becoming a wholly-owned subsidiary of First Creative. Upon Completion, the shares in POW! Entertainment will cease to be traded on the OTC Pink Market.
The principal terms of the Merger Agreement are set out below:
Date : 5 May 2017
Parties : (i) First Creative, an indirect wholly-owned subsidiary of the Company
(ii) Merger Sub, a wholly-owned subsidiary of First Creative
(iii) POW! Entertainment, a US public company which shares are traded on the OTC Pink Market
Gross Consideration : US$11,500,000 payable by First Creative
The Gross Consideration was determined after arm’s length negotiation among First Creative, Merger Sub and POW! Entertainment with reference to the review of the prospects of the business of POW! Entertainment by the Company, the intellectual property rights created by Mr. Stan Lee and assigned to POW! Entertainment, and the recognition of Mr. Stan Lee in the comic book industry
Conditions : Completion is subject to satisfaction or waiver of the following conditions on or prior to the Completion Date:
(a) the Merger having been approved by the holders of a majority of the issued and outstanding shares of the POW! Entertainment Common Stock for the adoption of the Merger Agreement; and
(b) no judgment, ruling, order, writ, injunction or decree (“Judgement”) of any federal, state, local or foreign governmental or regulatory authority (a “Governmental Authority”) having been issued by a court of competent jurisdiction or by a Governmental Authority, nor any federal, state, local or foreign statute, law, ordinance, rule or regulation (“Law”) or other legal restraint or prohibition of any Governmental Authority, shall be in effect that would make the Merger illegal or otherwise prevent the consummation thereof, provided that the party seeking to assert such condition shall have used those efforts required to resist, lift or resolve such Judgement, Law or other legal restraint or prohibition;
(c) the representations and warranties of POW! Entertainment under the Merger Agreement remaining true and correct in all material respects as of the Completion Date and POW! Entertainment have performed and complied in all material respects with all covenants to be performed by it prior to the Completion Date, and First Creative have received the certificate of POW! Entertainment’s chief executive officer;
(d) the audited financial statements of POW! Entertainment for the year ended 31 December 2016 not reflecting a material adverse change in the consolidated financial position of the POW! Entertainment Group or the results of its operations or cash flows from that shown on the unaudited financial statements of POW! Entertainment for the year ended 31 December 2016 and not contain any qualified, adverse or disclaimer opinion other than with respect to POW! Entertainment’s ability to continue as a going concern;
(e) the POW! Entertainment Group shall have received a general release from Silver Creek Pictures, Inc. related to the overhead/“housekeeping”/funding agreements between POW! Entertainment and Silver Creek Pictures, Inc.;
(f) First Creative’s due diligence into the affairs of the POW! Entertainment Group not (i) disclosing any material adverse information not previously disclosed; or (ii) disclosing any restriction or limitation that will prevent the performance by Mr. Stan Lee and Mr. Gill Champion of their respective existing employment agreements and the Employment Agreements;
(g) Mr. Stan Lee and Mr. Gill Champion having executed the Employment Agreements and neither of them shall be in violation of any of the provisions of his Employment Agreement, Voting Agreement, Equity Agreement or existing employment agreement;
(h) Mr. Stan Lee and Mr. Gill Champion having entered into an option and indemnification agreement pursuant to which they each receive an option to purchase a 7.5% equity interest in POW! Entertainment following the Merger, which, when exercised, will provide Mr. Stan Lee and Mr. Gill Champion with a total of 15% equity interest in POW! Entertainment, with First Creative holding the remaining 85%.
(i) no event, condition, change, occurrence or development has occurred that, individually or in aggregate, has had or would reasonable be expected to have a material adverse effect on the business, operations, assets, liabilities, conditions or results of the POW! Entertainment Group, the ability of POW! Entertainment to perform its obligations under the Merger Agreement or to consummate the Merger, or any contractual restriction which affect the ability of Mr. Stan Lee or Mr. Gill Champion to perform their obligations under their Employment Agreements or existing employment agreements with the POW! Entertainment Group;
(j) the Surviving Corporation having no obligations under any outstanding options, warrants or rights to purchase an aggregate of 350,000 shares in POW! Entertainment Common Stock; and
(k) the representations and warranties of First Creative under the Merger Agreement remaining true and correct in all material respects as of the Completion Date and First Creative and Merger Sub having performed and complied in all material respects with all covenants to be performed by it prior to the Completion Date.
First Creative may waive any of the Conditions (c) to (i) above whereas POW! Entertainment may waive Condition (j) above.
Completion and termination : If all the Conditions are satisfied or otherwise waived
(as the case may be) on or before the Outside Date, Completion shall take place on the Completion Date.
If any of the Conditions are not satisfied or otherwise waived (as the case may be) on or before the Outside Date, the parties shall not be obliged to proceed to Completion, and the Merger Agreement shall become null and void and no party shall have any claim against other parties except in respect of claims arising out of any deliberate material breach of the Merger Agreement.
Effects of Merger : (a) Upon Completion, all issued and outstanding
shares of POW! Entertainment Common Stock and all the issued and outstanding options, warrants and other rights to acquire the same immediately prior to the Effective Time will be cancelled and converted into the right to receive the Merger Consideration. The Merger Consideration will be distributed to the holders of such POW! Entertainment Common Stock, options, warrants and rights by the transfer agent for the POW Entertainment Common Stock.
(b) Upon Completion, Merger Sub will merge with and into POW! Entertainment with POW! Entertainment surviving the Merger and becoming a wholly-owned subsidiary of First Creative.
Effective Time : As soon as practicable after Completion, First Creative, Merger Sub and POW! Entertainment shall file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger and all other filings or recordings required under the Delaware law to effect the Merger. The Merger shall be consummated and effective at 11:59 p.m. (Pacific time) on the date the certificate of merger is filed and shall not be later than the Business Day following the Completion Date.
The Voting Agreement
To induce First Creative, Merger Sub and POW! Entertainment to enter into the Merger Agreement and conduct the Merger, Mr. Stan Lee and Mr. Gill Champion and two trusts (being stockholders of POW! Entertainment) have entered into the Voting Agreement with First Creative and Merger Sub on 5 May 2017, pursuant to which they agreed to, among others, vote their shares in POW! Entertainment in favour of the approval of the Merger Agreement.
Agreements with Mr. Stan Lee and Mr. Gill Champion
To induce Mr. Stan Lee and Mr. Gill Champion to continue providing services to the Surviving Corporation after Completion, each of Mr. Stan Lee and Mr. Gill Champion will, prior to the Completion Date, enter into an employment agreement and an equity and indemnity agreement (each in form and substance acceptable to First Creative) with POW! Entertainment.
Pursuant to the Equity Agreement, POW! Entertainment shall grant each of the Mr. Stan Lee and Mr. Gill Champion or their designees a three-year Option to purchase 75,000 shares of common stock of POW! Entertainment, representing a 7.5% equity interest in POW! Entertainment as employees or consultants on terms and conditions agreed to by the parties, with the result that, if the Option is exercised, they will own a 15% interest in POW! Entertainment with First Creative holding the remaining 85%. The Option may be exercised by at any time during the three-year period commencing at the Effective Time as long as Mr. Stan Lee or Mr. Gill Champion, as the case may be, is either employed or engaged as a consultant by POW! Entertainment or any affiliate of POW! Entertainment.
REASONS FOR AND BENEFIT OF THE MERGER
The Group is principally engaged in the pan-entertainment business, including but not limited to (i) development, management and licensing of intellectual properties; (ii) sale and promotion of intellectual properties derivative products; (iii) organisation and operation of sports and entertainment events; and (iv) operation of tourism projects.
Mr. Stan Lee, the founder of POW! Entertainment, was previously the president and chairman of Marvel Comics and has a proven track record of success in the creation and development of intellectual properties. The Group believes his creativity and experience will also be valuable assets for the Group.
The Directors are of the view that the Merger would (i) produce significant synergy by combining POW! Entertainment’s intellectual property, including intellectual property developed by Mr. Stan Lee, who created many iconic figures for Marvel Inc, and the Company’s strong China onshore licensing and intellectual properties distribution capability; (ii) use the Company’s capabilities to improve and promote the Group’s business of developing, managing and licensing of intellectual properties, particularly in Asia; (iii) expand the geographical coverage of the Group’s operations into the US; and (iv) expand the intellectual property portfolio of the Group significantly by including all intellectual properties held by POW! Entertainment and as such enhance the earning base of the Group; (iv) further develop comic publishing and movie sector in China market by leveraging the Pow’s intellectual properties created by Mr. Stan Lee and any additional intellectual property that may be generated subsequent to the completion of the Merger. As the terms of the Merger Agreement have been agreed upon arm’s length negotiations between the parties thereto, the Directors (including the independent non-executive Directors) are of the view that the terms of the Merger Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
INFORMATION OF THE COMPANY, FIRST CREATIVE, MERGER SUB AND POW! ENTERTAINMENT
The Company
The Company is an exempted company incorporated in the Cayman Islands with limited liability and listed on the Stock Exchange. The principal business activity of the Company is conducting pan-entertainment business, including but not limited to (i) development, management and licensing of intellectual properties; (ii) sale and promotion of intellectual properties derivative products; (iii) organisation and operation of sports and entertainment events; and (iv) operation of tourism projects. The Group is also engaged in the electronics manufacturing business.
First Creative
First Creative is an investment holding company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company.
Merger Sub
Merger Sub is an investment holding corporation formed under the laws of Delaware for the sole purpose entering into the Merger Agreement and is a wholly-owned subsidiary of First Creative.
POW! Entertainment
POW! Entertainment is a US public company formed under the laws of Delaware and the shares of which are traded on the OTC Pink Market as at the date of this announcement. It is no longer a reporting company in the United States and it is not subject to the reporting and other requirements of the Securities Exchange Act of 1934. As a result, there is no current publicly available information concerning POW! Entertainment. It is a multimedia production and licensing company that creates and licenses animated and live-action fantasy and superhero entertainment content and merchandise, leveraging the creative output and brand image of Mr. Stan Lee. POW! Entertainment develops Mr. Stan Lee originally created projects for traditional entertainment media such as feature length films in both live action and animation, DVD, live entertainment, television programming, merchandising and new media such as on- line digital content and video games. It is primarily engaged in the business of (i) creating project concepts; (ii) identifying selected partners willing to participate in, and/or finance, the development of POW! Entertainment’s projects; (iii) identifying talented and suitable writers to write scripts for POW! Entertainment’s projects; and (iv) negotiating agreements for the production of such projects.
To the best of the knowledge, information and belief of the Directors, POW! Entertainment is a third party independent of the Company and its connected persons (as defined under the Listing Rules).
The following is the consolidated financial information of POW! Entertainment as extracted from its audited financial statements for the years ended 31 December 2014 and 2015 respectively:
For the year
ended 31 December
2014
For the year
ended 31 December
2015
US$ US$
(audited) (audited)
Revenue 2,395,243 2,214,642
Net loss (before taxation) 83,763 174,518
Net loss (after taxation) 94,713 187,367
Net assets (4,785,624) (4,989,465)
LISTING RULES IMPLICATIONS
As Merger Sub is a wholly-owned subsidiary of First Creative, which is in turn an indirect wholly-owned subsidiary of the Company, the entering into of the Merger Agreement shall also be a transaction of the Company under Chapter 14 of the Listing Rules as the definition of “listed issuer” under the Listing Rules shall include the listed issuer’s subsidiaries.
The Merger constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but is below 25%.
GENERAL
As Completion is subject to the fulfilment (or if applicable, waiver) of the Conditions, the Merger may or may not proceed. The issue of this announcement does not in any way imply that the Merger will be implemented or completed. Shareholders and potential investors should exercise caution when dealing in the Shares.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9:00 a.m. on 5 May 2017 pending the publication of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 8 May 2017.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“Board” the board of Directors
“Business Day(s)” any day (not being a Saturday, a Sunday and a public holiday) on which licensed banks in US are generally open for business throughout their normal business hours
“Completion” completion of the Merger
“Completion Date” a Business Day within the two Business Days after the day on which the last of the Conditions is satisfied or waived or such other date as the parties to the Merger Agreement may agree in writing, which in any event shall not be later than the Outside Date
“Condition(s)” condition(s) precedent to Completion, as more particularly set out in the part headed “The Merger Agreement – Conditions” of this announcement
“Director(s)” director(s) of the Company
“Employment Agreement(s)” the employment agreement(s) to be entered into by
POW! Entertainment with each of the Key Persons before the Completion Date
“Equity Agreement(s)” the equity and indemnification agreement entered into
among POW! Entertainment, First Creative, Mr. Stan Lee and Mr. Gill Champion on 5 May 2017 in relation to, among other things, the granting of Options to each of Mr. Stan Lee and Mr. Gill Champion
“First Creative” First Creative International Limited, a company incorporated in Hong Kong and an indirect wholly- owned subsidiary of the Company
“Gross Consideration” the consideration in the amount of US$11,500,000
payable by Merger Sub under the Merger Agreement, as more particularly set out in the part headed “The Merger Agreement – Gross Consideration” of this announcement
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Key Persons” Mr. Stan Lee and Mr. Gill Champion
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Merger” the merger of Merger Sub with and into POW! Entertainment with POW! Entertainment being the surviving entity and a wholly-owned subsidiary of First Creative
“Merger Agreement” the agreement and plan of merger dated 5 May 2017
entered into among First Creative, Merger Sub and POW! Entertainment in relation to the Merger
“Merger Consideration” an amount equal to the Gross Consideration
subtracting a sum equal to the total liabilities of POW! Entertainment, potential liability to stockholders exercising their right of appraisal under Delaware law, and a reserve for undisclosed liabilities as at the Completion Date
“Merger Sub” Camsing Entertainment International, Inc., a corporation formed under the laws of Delaware and is a wholly- owned subsidiary of First Creative
“Mr. Gill Champion” Mr. Gill Champion, the president, director and chief
executive officer of POW! Entertainment
“Mr. Stan Lee” Mr. Stan Lee, the founder, chairman, director and chief creative officer of POW! Entertainment
“Option(s)” the three-year option(s) granted pursuant to the Equity Agreement to each of the Key Persons to purchase 75,000 shares of common stock of the Surviving Corporation for a total purchase price of US$100
“OTC Pink Market” The OTC Pink Market in the US
“Outside Date” 30 June 2017
“POW! Entertainment” POW! Entertainment, Inc., a US public company formed
under the laws of Delaware and the shares of which are traded on the OTC Pink Market as at the date of this announcement, and the Surviving Corporation after the Merger
“POW! Entertainment Board” the board of directors of POW! Entertainment “POW! Entertainment Common Stock” shares in common stock of POW! Entertainment “POW! Entertainment Group” POW! Entertainment and its subsidiaries “Shareholders” the holder(s) of Shares
“Share(s)” issued ordinary share(s) of HK$0.10 each in the share capital of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Surviving Corporation” POW! Entertainment, which will continue as the
surviving corporation as a result of the Merger
“US” United States of America
“US$” United States dollars, the lawful currency of the US
“Voting Agreement” the voting agreement dated 5 May 2017 and entered into among Mr. Stan Lee, Mr. Gill Champion and two trusts (being stockholders of POW! Entertainment), First Creative and Merger Sub, pursuant to which Mr. Stan Lee, Mr. Gill Champion and two trusts agreed to, among other things, vote their shares in POW! Entertainment in favour of the approval of the Merger Agreement
“%” per cent
By order of the Board of
Camsing International Holding Limited Lo Ching
Chairman and Executive Director
Hong Kong, 5 May 2017
As at the date of this announcement, the Board comprises Ms. Lo Ching and Ms. Liu Hui as the executive directors and Mr. Lei Jun, Mr. Ross Yu Limjoco and Mr. Zheng Yilei as independent non-executive directors.
I'm sorry, but I still don't understand what your saying. It's all riddles. I just want to know if the deal went through. Can't we find out?
I don't understand why we as shareholders can't know what is happening. I have searched and searched and I still can't find anything that say's POW was actually purchased. And if they did purchase it, why don't our shares get bought?
I don't understand what that means?
What is going on with Camsing?
What happen with Camsing? Does anyone know?
Website is up.
http://www.powentertainment.com/
dsouth - I already told the attorney we will not need his services since none of the shareholders want to take part.
I agree. I don't understand most of the posts Hedgebunny writes.
From Attorney: In this email, I am going to discuss why an involuntary dissolution suit does not appear to offer to your group of POW! shareholders a viable alternative as a device to protect the assets of POW!, but there is another potential theory under Delaware law that might be what we have been looking for.
First, why does involuntary dissolution not look like an attractive option? In Greb v. Diamond Int’l Corp. (2013) 56 Cal.4th 243, at p. 272, the California Supreme Court ruled that sec. 2010 of California’s Corp. Code (which is California’s “survival” statute, which sets no time limit on suits by plaintiffs against dissolved corporations for injuries or damages arising from pre-dissolution conduct) did not apply to a Delaware corporation which had been dissolved under DE law, which has a three-year survival statute which would bar the plaintiff’s suit if the DE survival statute was applicable. In Greb, The CA Supreme Court held that the only sections of California’s Corp. Code that apply to foreign corporations doing business in California are those that explicitly state that the particular code section applies to foreign corporations. California’s involuntary dissolution statute, found in section 1800 of the Corp. Code, does not explicitly state that it applies to foreign corporations and the reach of Corp. Code sec. 2115, which subjects foreign corporations that satisfy certain criteria to various sections of the Corp. Code, does not extend to the involuntary dissolution statute.
As a result of the decision by the CA Supreme Court in Greb, we must look to the Delaware involuntary dissolution statute to determine if it might offer any assistance to the minority stockholders of POW! The DE dissolution statute is found in sec. 275 of the DE General Corporation Law, I have attached a copy of that statute to this email. The DE statute gives the board of directors the authority to initiate a dissolution of the corporation (not much help since the wrongdoers are also the board members in the instance of POW!) and it also allows the stockholders to initiate such action without action of the directors, if all of the stockholders consent to the action. [it seems pretty unlikely that we could get Stan Lee and Gill Champion to vote their shares to dissolve the corporation!]
There may be another way to go under DE law, however. If I understand things correctly, POW! has already transferred a bunch of its assets to Focus Media, so what is at play here is the remaining 25% of its rights in the performing assets still owned by POW! that are at risk of being sold, is that correct? If that is correct, then another DE statute may offer a solution to your POW! shareholder group, depending on whether the assets that POW! now proposes to sell constitute, “all or substantially all” of POW!’s assets. If the assets that POW! proposes to sell can be described as all or substantially all of its assets, shareholder approval must be obtained under DE law.
Please reply to this email and inform: do the assets that POW! now proposes to sell to Focus constitute all or substantially all of POW!’s assets? Give me your thoughts.
If the purchase of POW has not happened then why does Camsing show it has one of their companies?
http://www.camsingglobal.com/index.php/Subsidiary/list/17.html
What do you mean minus shareholders? Does that mean all of us gets screwed?
Yes, SLMI is Stan Lee Media. I was supposed to have another conference call this morning, however, I canceled it since no shareholders want to get involved. I guess we just watch POW and learn from this point on.
Please help me understand. How can POW tie up with Rackfest when they were purchased by Camsing and they delisted the company?
Jon,
The only case I assume you are talking about is SLMI. This case doesn't have anything to do with SLMI. I have already discussed t his with Jerry and he agreed. I don't know about referring POW shareholders as the injured parties and advance that presentation. I'm not an attorney and Jerry is doing due diligence. Trust me, I talk to him all of the time and this is all new for me and confusing. That is why I asked Rick to lead the case for all of the plaintiffs. Rick decided not to take part so I am going to tell Jerry I'm sorry for his time and forget the whole thing.
Becky
Please reconsider Rick. You are the person who will make all of the and the lawsuit is going to be a breach of fiduciary duty and not fraud. I didn't mean to imply fraud so forgive me if I stated that. The bottom line is the lawsuit will be discussed and approved by you and the attorney, not me.
I think you meant SLM. I spoke to the attorney and SLM will not be brought into this. Only POW, Stan and Gill and Junko.
I spoke to the attorney and we will not bring in SLM. Only what is going on now.
I'm sorry, but who is ELM?
You are correct
That is what I was told, but I will talk to Jerry again before proceeding.
That is very sweet. Thank you. The attorney is Jerry Burleson and this is his website below. He would like all shareholders to participate as the plaintiffs. Rick being the first and who would meet with him. I have another conference call on Tuesday to discuss more and then he will be reaching out to all of you. I need your names and contact information if you want to participate. I will be sending out a letter to Camsing giving notice that Stan lee had no authority to assign his name to POW and that he assigned all of his creations to SLM so there is a question as to his ownership of any of the creations he made for POW. Larry asked me to do this. We would need anyone else who may have sent emails or letters to Stan or Gill about Camsing. The lawsuit will be a breach of fiduciary duty, mismanagement, and making false or misleading statements. And this is what Rick asked for.
http://www.jerryburleson.com
We have an attorney who is going to file a lawsuit next week. What we need is any letter or email sent to POW! in regards to the merger. Please send any of it to me and I will be introducing Rick to him next week.
Has anyone seen this?
On July 18, Legion M, the "fan-owned" production company, will be hosting an imprint ceremony celebrating Stan Lee at the TCL Chinese Theater in Los Angeles. The ceremony will include Lee signing his name next to Jack Kirby's handprints and shouting, "I created that all on my own! Excelsior!"
I'm not able to make a private reply because I don't pay, but I would really like to ask Rick to be the plaintiff for all of us. I don't think it would be good for me to be because I am the investigator with all of the evidence and who will continue investigating. Would you (Rick) consider speaking on behalf of all the shareholder who want to be involved? Please let me know so I can give you the attorney your information. Please email me Rick at pibecky@gmail.com
I have an attorney who I believe will represent any and all shareholder who want to be part of the class action. I will know for sure tomorrow or Tuesday.
As a shareholder, as an investigator who has investigated Stan for the past 5 years and for Justice!
Lawyer declined - The attorney I have been speaking with decided he did not want to file a 2nd civil case against Stan since he already sued Stan for the first shareholder lawsuit. I am in contact with others.
Finishline, the attorney was suppose to schedule the conference call to discuss representation, however, I have not heard back from him as of now.
Finishline - I'm not really sure how that worked since this is the first time for me as well. I'm working on this everyday and hoping to hear back from the attorney. He keeps rescheduling with me which is annoying. I will keep everyone updated.
Has anyone seen this? It is connected to POW yet there is nothing about it on the SEC filings.
https://stanleebox.com/pages/comicbook
Does anyone know if POW has D&O insurance?
I don't really know since this is my first time as well. I guess we will find out together.
If anyone would like to read the declaration supporting fraud then check out this link.
https://www.scribd.com/document/350433621/Ron-Sandmann-Declaration
Thank you for all of the information. Does anyone have a list of shareholders and how many shares they have?
Yes, it never went to trial.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFO
BOBBY KOURETCHIAN, individually and on ) Case No. USDC CV 01-1621 GAF (Mcx )
behalf of all others similarly situated, )
Consolidated with.
Plaintiff, ) CV-01-01943 Mastrogiacomo
CV-01-02449 Miller
-against- ) CV-01-02771 Thurston
STAN LEE, KENNETH WILLIAMS, ) Hon. Gary A. Feess
ROBERT M . SCHULTZ, STEPHEN M . )
GORDON, PETER F. PAUL, and ) CLASS ACTION
PARAVERSAL INC ., )
Defendants.
This Document Relates to All Actions .
[PROPOSED] FINAL JUDGMENT
AND ORDER OF
DISMISSAL WITH PREJUDICE
FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE, CASE NO. USDC CV 01-1621 GAF
This matter came before the Court for hearing pursuant to the Order of this Court filed
to , 2002, on the application of the parties for approval of the settlement set forth in
the Stipulation of Settlement dated as of October -, 2002 (the "Stipulation"). Due and adequate
notice having been given to the Settlement Class as required in said Order, and the Court having
considered all papers filed and proceedings had herein and otherwise being fully informed in the
premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND
DECREED that:
1 . This Judgment incorporates by reference the definitions in the Stipulation, and all terms
used herein shall have the same meanings as set forth in the Stipulation. C) am 4,v LA( .
2. This Court has jurisdiction over the subject matter of the Litigation and over all parties
to the Litigation, including all members of the Settlement Class .
3 . Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court has certified the
Settlement Class . The Settlement Class is defined as all Persons who purchased the common stock
of Stan Lee Media, Inc . ("Stan Lee Media") common stock between August 23, 1999 and December
18, 2000, inclusive. Excluded from the Settlement Class are Defendants, members of each of the
immediate families of the Individual Defendants, any entity in which any Defendant has or had a
controlling interest, current and former directors and officers of Stan Lee Media and members o f
their immediate families, and the legal representatives, heirs, successors, or assigns of any such
excluded Person or entity.
4. Except as to any individual claim of those Persons (identified in Exhibit B-1 hereto) wh o
have validly and timely requested exclusion from the Settlement Class, the Litigation and all claim s
contained therein, as well as all of the Released Claims, are dismissed with prejudice as to the Lea d
FINAL JUDGMENT AND ORDER of DISMISSAL WITH PREJUDICE, CASE No . USDC CV 01-1621 GAF
Plaintiffs and Settlement Class Members, and as against the Released Persons . The parties are to
bear their own costs, except as otherwise provided in the Stipulation.
5 . The Court finds that the Stipulation , and Settlement contained therein, is fair, just,
reasonable and adequate as to each of the Settling Parties, and that the Stipulation, and Settlemen t
contained therein, is hereby finally approved in all respects , and the Settling Parties are hereby
directed to perform its terms .
6. Upon the Effective Date hereof, and in consideration of Defendants' agreement to thi s
judgment in the amount of $1,820,633 .34 in accordance with the terms of the Stipulation o f
Settlement, Lead Plaintiffs and each Settlement Class Member shall be deemed to have, and by
operation of the Judgment shall have, fully, finally and forever released, relinquished and discharged
all Released Claims against the Released Persons, whether or not such Settlement Class Membe r
executes and delivers a Proof of Claim and Release . In addition, upon the Effective Date, all claims
for contribution and indemnification arising out of the Released Claims by any Person against any
Defendant are hereby barred.
7. All members of the Settlement Class who are not listed on Exhibit B-1 hereto are hereby
forever barred and enjoined from prosecuting the Released Claims against the Released Persons .
8. Upon the Effective Date hereof, each of the Released Persons shall be deemed to have ,
and by operation of this Judgment shall have, fully, finally and forever released, relinquished and
discharged each and all of the Settlement Class Members and Lead Counsel from all claims
(including "Unknown Claims"), arising out of, relating to, or in connection with the institution ,
prosecution, assertion, settlement or resolution of the Litigation or the Released Claims.
9 . The notice given to the Settlement Class was the best notice practicable under the
circumstances, including the individual notice to all members of the Settlement Class who could b e
FINAL JUDGMENT AND ORDER OF DIsMISsAI, WITH PREJUDICE, CASE No. USDC CV 41-1621 GAF
identified through reasonable effort. Said notice provided the best notice practicable under the
circumstances of those proceedings and of the matters set forth therein, including the proposed
Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice, fully
satis fied the requirements of Rule 23 of the Federal Rules of Civil Procedure and the requirement
of due process .
10 . Plaintiffs Counsel are awarded fee of $455 158.33 (25%) and disbursements of $103,572.44
to be paid from the Settlement Fund in accordance with the Stipulation. Plaintiffs' Lead Counsel shall allocate the attorneys' fees amongst Plaintiffs ' Counsel in a manner in which Plaintiffs' Lead Counsel in good faith believes reflects the contributions of such counsel to the prosecution and settlement of the Litigation .
11 . Neither the Stipulation nor the Settlement contained therein, nor any act performed o r
document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may
be deemed to be or may be used as an admission of, or evidence of, the validity of any Released
Claim, or of any wrongdoing or liability of the Defendants, or (b) is or may be deemed to be or may
be used as an admission of, or evidence of, any fault or omission of any of the Defendants in any
civil, criminal or administrative proceeding in any court, administrative agency or other tribunal.
Defendants may file the Stipulation and/or the Judgment from this action in any other action that
may be brought against them in order to support a defense or counterclaim based on principles o f
res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any
theory of claim preclusion or issue preclusion or similar defense or counterclaim.
12. Without affecting the finality of this Judgment in any way, this Court hereby retains
continuing jurisdiction over (a) implementation of this Settlement and any award or distribution o f
FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE, CASE No . USDC CV 01-1621 GAF
the Settlement Fund, including interest earned thereon ; (b) disposition of the Settlement Fund; and
(c) all parties hereto for the purpose of construing, enforcing and administering the Stipulation .
13. The Court finds that during the course of the Litigation, the Settling Parties and their
respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of
Civil Procedure .
14. In the event that the Settlement does not become effective in accordance with the terms
of the Stipulation, this Judgment shall be rendered null and void to the extent provided by and in
accordance with the Stipulation and shall be vacated, and in such event, all orders entered and
releases delivered in connection herewith shall be null and void to the extent provided by and in
accordance with the Stipulation.
IT IS SO ORDERED .
Dated: , 20@1
HONORABLEPAffY A. FEESS
UNITED STATES DISTRICT COURT JUDGE
FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE, CASE No . USDC CV 01-1621 GAF
Settlement in last Class Action against Stan
JUDGMENT AND ORDER: Upon the effective date hereof, and in consideration of defendants' agreement to this judgment in the amount of $1,820,633.34 in accordance with the terms of the stipulation of settlement, lead plaintiffs and each settlement class member shall be deemed to have, and by operation of the Judgment shall have, fully, finally and forever released. Plaintiffs counsel are awarded fees of 455,158.33(25%) and disbursed of 103,572.44 to be paid from the settlement fund in accordance with the stipulation by Judge Gary A. Feess. terminating case (MD JS-6) (bp) (Entered: 07/14/2003)
CIVIL DOCKET FOR CASE #: 2:01-cv-02771-GAF-Mc
BOBBY KOURETCHIAN against Stan Lee and more
I spoke with the attorney who asked me to set up a conference call next Thursday. In the meantime, you can send information to me that you think will be relevant to this case or you can reach out to an attorney as well.
Oh my, is Stan really your hero? The man is a crook who has been stealing from his friends and shareholders for over a decade. I will talk to the attorney today to get a class action started and maybe you will re-think who your hero really is once the evidence all comes into play. Stan is a comic writer and there are many real heroes that you might want to consider.