UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
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(Mark
One)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
fiscal year ended December 31, 2007
OR
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TRANSITION
REPORT PURSUANT TO SECTION 130215(D) OF THE SECURITIES AND EXCHANGE
ACT OF
1934
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For
the
transition period from ____________________
to
____________________
Commission
file number: 001- 33370
SANTA
MONICA MEDIA CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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59-3810312
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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12121
Wilshire Blvd., Suite 1001
Los
Angeles, CA 90025
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(Address
of Principal Executive Offices, including ZIP Code)
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(310)
515-3222
Registrant’s
Telephone Number, Including Area Code
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Securities
Registered Pursuant to Section 12(b) of the
Act:
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Title
of each Class
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Name
of each Exchange on which Registered
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Units,
each consisting of one share of Common Stock,
$0.001
par value, and One Warrant
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American
Stock Exchange
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Common
Stock, $0.001 par value
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American
Stock Exchange
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Warrants
to Purchase Common Stock
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American
Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the
Act:
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None
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Indicate
by check mark if the registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act. Yes
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No
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Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.
Yes
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No
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Indicate
by check mark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to
such filing requirements for the past 90 days. Yes
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No
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Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of
Regulation S-K is not contained herein, and will not be contained,
to the
best of Registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any
amendment to this Form 10-K.
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Indicate
by check mark whether the registrant is a large accelerated filer,
an
accelerated filer, or a non-accelerated filer. See definition of
“
accelerated
filer and large accelerated filer
”
in
Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
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Accelerated filer
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Non-accelerated filer
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Indicate
by check mark if whether the registrant is a shell company (as defined
in
Rule 12b-2 of the Exchange Act). Yes
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No
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Based
on
the closing price as reported on the American Stock Exchange, the aggregate
market value of the Registrant’s common stock held by non-affiliates on June 29,
2007 was approximately $95,500,000. Shares of common stock held by each
executive officer and director and by each shareholder affiliated with a
director or an executive officer have been excluded from this calculation
because such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes. The number of outstanding shares of the Registrant’s common stock as
of December 31, 2007 was 16,038,125.
EXPLANATORY
NOTE
The
purpose of this amendment is to include the information required by Part III
of
Form 10-K, which was omitted from the Company’s Form 10-K as originally filed on
March 31, 2008.
PART
III
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Directors,
Executive Officers and Corporate Governance
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Directors
and Executive Officers
The
directors and executive officers of the Company are as follows:
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Name
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Age
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Position
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David
Marshall
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44
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Chairman
of the Board and Chief Executive Officer
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Kurt
Brendlinger
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46
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Chief
Financial Officer and Director
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Eric
Pulier
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41
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Chief
Technology Officer, Secretary and Director
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Scott
Sassa
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48
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Director
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Dallas
Clement
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43
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Director
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Robert
Schultz
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77
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Director
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Sharyar
Baradaran
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40
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Director
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David
Marshall
has
served as our Chairman of the Board and Chief Executive Officer since our
inception. Mr. Marshall is co-founder of Youbet.com, Inc. (NASDAQ:UBET),
the largest legal online gaming company in the U.S. based on total wagers.
Since December 1999, Mr. Marshall has been a financial principal and/or
consultant to various emerging growth companies providing finance, acquisition
and operational expertise including the funding of InterMetro Communications
Inc, a Voice-Over-Internet-Protocol company in 2006. In September 2005,
Mr. Marshall founded NUI, LLC, a food & beverage, media &
entertainment company focused solely on encouraging children to be smart, fit
and happy. Since 2006, Mr. Marshall serves as Chairman of the Board of Pro
Elite, Inc. (PELE.PK), a company that conducts a mixed martial arts business
both live and on line.
Kurt
Brendlinger
has
served as our Chief Financial Officer and a director since our inception. From
January 2002 to June 2004, Mr. Brendlinger was Chief Executive Officer and
President of Rainmakers, Inc., an Internet marketing services company for the
entertainment industry and currently serves as its Chief Executive Officer.
Rainmakers has service agreements with Sony Pictures, Revolution Studios,
20th Century Fox, Dreamworks, Walden/AFG, and Initial Entertainment. Since
July 2004, Mr. Brendlinger has been the Managing Director of Aaron
Fleck & Associates, LLC, a registered investment advisor where he is
responsible for deal sourcing, capital raising, venture capital and private
equity investments and asset management. Since 2006, Mr. Brendlinger is a
director of Pro Elite, Inc. (PELE.PK), a company that conducts a mixed martial
arts business both live and on line.
Mr.
Brendlinger is also Chairman of NuRx Pharmaceuticals, Inc. (NURX.OB), a clinical
stage biotechnology company focusing on retinoid and rexinoid therapeutics
for
applications in oncology and other highly prevalent diseases.
Eric
Pulier
has been
our Secretary and a director since our inception and also holds the position
of
Chief Technology Officer. Mr. Pulier was founder and, since January 2001,
has served as the Executive Chairman of SOA Software, Inc., a developer of
enterprise software in the areas of security and management, specifically,
service-orientated architecture, or SOA, solutions. The company’s recent growth
has been driven by the addition of new customers including AARP, JetBlue and
Merrill Lynch. Since November 2004, he has served as a director of ARTISTdirect,
Inc. (OTCBB:ARTD), a digital media entertainment company that offers an online
music community and media anti-piracy solutions. In April 2005, Mr. Pulier
brought and subsequently advised ARTD on the acquisition of Media Defender
for
$43 million.
In
January 2003, Mr. Pulier was appointed as a board member of the Center for
Telecommunications Management (CTM) at the Marshall School of Business at USC,
a
global organization dedicated to thought leadership for the networked digital
economy.
Scott
Sassa
was
the
CEO in Residence of Kleiner Perkins Caufield & Byers, a venture firm
focused on early stage technology companies, from July 2005 until March 2006.
Since March 2006, Mr. Sassa has been involved as the Founder and CEO of
W Cubed Media, an Internet start-up focused on user generated on-line media
content. From June 2004 to July 2005, Mr. Sassa was President and Chief
Executive Officer of Friendster, Inc., an Internet based social network. Mr.
Sassa focused on personal investments from June 2003 to June 2004. From
September 1997 through June 2003, Mr. Sassa worked for General Electric
Company (NYSE:GE), a diversified industrial corporation engaged in developing,
manufacturing and marketing a wide variety of products for the generation,
transmission, distribution, control and utilization of electricity. While at
the
General Electric Company, from May 1999 to June 2003, Mr. Sassa was the
President of NBC West Coast, a division of NBC Universal, Inc., which is a
media
and entertainment conglomerate.
Dallas
Clement
has
served as a director since August 2005. Since August 2000, Mr. Clement has
been the Senior Vice President of Strategy and Development for Cox
Communications, Inc., a multi-service broadband communications company.
Mr. Clement oversees development and growth strategies related to the Cox
Communications, Inc.’s video, voice and high-speed Internet services.
Mr. Clement is a member of our Audit Committee.
Robert
Schultz
has
served as a director since August 2005. From June 2002 to October 2005, Mr.
Schultz served as chairman of Advanced Electron Beams, Inc. a company that
utilizes its proprietary electron beam technology to build and market unique
electron beam systems for advanced manufacturing processes and environmental
control. He resigned from the AEB board in October 2005. Since April 2000,
he has been a member of the board of directors of MCT Corporation. MCT
Corporation builds and operates cellular phone systems in Russia and Central
Asia. He was elected to the National Academy of Engineering in 1992.
Mr. Schultz is a member of our Audit Committee.
Sharyar
Baradaran
has
served as a director since April 2006. Since January 2001 Mr. Baradaran has
served as Chief Executive Officer and chairman of BaradaranVentures, a privately
held investment fund located in Los Angeles, California. Since November 2003,
Mr. Baradaran has served on the board of directors of InnerWorkings Inc., a
leading provider of print and related procurement
services.
Mr. Baradaran has served on the board of directors of Rainmakers, Inc., an
Internet marketing services company for the entertainment industry from November
2002 until the present, on the board of directors of MOTA Inc., an
Internet-based, used-vehicle remarketing solution for institutional sellers’
off-lease vehicle portfolios from September 2005 until the present, and on
the
board of directors of ISENSIX, Inc, a provider of hospital-safe remote
proprietary wireless and web based systems, from August, 2006 to the present.
Mr. Baradaran has been engaged as a consultant and on the advisory board of
Echo Global Logistics Inc., a transportation management firm providing superior
cost savings technology and services for companies ranging from small
enterprises to the Fortune 100, from August 2005 until the present. From June
2002 until December 2004, Mr. Baradaran served on the advisory board of
ISENSIX Inc., a propriety wireless and web-based system providing safety/quality
management solutions for vital systems in hospital, blood bank, and clinical
laboratories. Mr. Baradaran also served on the advisory board of KIYON
Inc., a provider of autonomic mesh networking products, technology and services
for wireless and wired markets, from December 2003 until September 2005. Mr.
Baradaran is a Director of NuRx Pharmaceuticals, Inc. (NURX.OB), a clinical
stage biotechnology company focusing on retinoid and rexinoid therapeutics
for
applications in oncology and other highly prevalent diseases. Mr. Baradaran
is a
member of our Audit Committee.
Our
board
of directors consists of only one class of directors with each director elected
for a one-year term. These individuals will play a key role in identifying
and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating its acquisition.
Advisory
Board
We
also
may consult, from time to time, with certain individuals who have experience
in
the communications, media, gaming and/or entertainment/industries, which we
call
our special advisors, each of whom is also a stockholder of our company, who
may
assist us in our search for and evaluation of our target business and other
matters relating to our operations. The members of the advisory board do not
owe
us any fiduciary duties with respect to the execution of their duties. No
compensation of any kind, including finder’s and consulting fees, will be paid
by us to any of our advisory board members, or any of their affiliates, for
services rendered to us prior to or in connection with the consummation of
our
initial business combination. These advisors are as follows:
Stan
Golden
has
over
26 years of experience in international television programming
co-production, merchandising, distribution, broadcasting and cable/network
development. In April 1988, Mr. Golden joined Saban International, a
division of Saban Entertainment, as President in charge of launching a global
television programming distribution business. In September 1994, during
Mr. Golden’s tenure, Saban Entertainment, now BVS Entertainment, an
independent television production company, created Saban International Paris,
Saban Entertainment’s French animation studio. From October 1999 to June 2002,
Mr. Golden also served as President of Program Distribution for Fox Kids
Europe (a division of Fox Family Worldwide), supervising all of its program
distribution, co-production and acquisitions. Since June 2002, Mr. Golden
has been the Managing Partner for Golden Touch Media LLC, a consulting firm
in
the media and entertainment industries.
Cary
Granat
is
the
Chief Executive Officer and Co-founder with Michael Flaherty of Walden Media,
a
diversified media company which was founded in September 2000. In addition
to
his duties as Chief Executive Officer of Walden Media, Mr. Granat was
appointed as President of Anschutz Film Group, or AFG, a diversified
entertainment company, in April 2004. As President, he oversees creative,
production and marketing activities for AFG subsidiaries Walden Media and
Bristol Bay Productions. Mr. Granat currently serves on the board of
directors of the World Information Transfer, a non-governmental organization
in
general consultative status with the United Nations.
James
R. Miller
has
been
the Chairman of Midwood Media & Communications, Inc., a
media-consulting firm, since February 2000. Mr. Miller held the following
positions at Warner Bros. Entertainment, Inc., a producer of film and television
entertainment: he was the President of Worldwide Theatrical business operations
from December 1998 to January 2000; from January 1990 to December 1997; he
was
the Executive Vice President of Business Acquisitions; from January 1987 to
December of 1989, he was the Senior Vice President Worldwide Business Affairs;
from January 1983 to December 1986 he was Vice President of Business Affairs;
and from September 1979 to December 1982, he was the Vice President of Studio
Business Affairs.
Director
Independence
Our
board
of directors has determined that Messrs. Clement, Sassa, Baradaran and
Schultz are “independent directors” as defined in Rule 10A-3 of the
Securities Exchange Act of 1934, as amended, and as defined by the rules of
the
American Stock Exchange.
Audit
Committee
Our
audit
committee currently consists of Messrs. Clement, Baradaran and
Schultz.
The
audit
committee reviews the professional services and independence of our independent
registered public accounting firm and our accounts, procedures and internal
controls. The audit committee also selects the firm that will serve as our
independent registered public accounting firm, reviews and approves the scope
of
the annual audit, reviews and evaluates with the independent public accounting
firm our annual audit and annual financial statements, reviews with management
the status of internal accounting controls, evaluates problem areas having
a
potential financial impact on us that may be brought to the committee’s
attention by management, the independent registered public accounting firm
or
the board of directors, and evaluates all of our public financial reporting
documents.
We
have
agreed with the underwriters that our audit committee will review and approve
all expense reimbursements made to our officers, directors or senior advisors
and that any expense reimbursement payable to members of our audit committee
will be reviewed and approved by our board of directors, with the interested
director or directors abstaining from such review and approval.
Financial
Experts on Audit Committee
The
audit
committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the American Stock Exchange
listing standards. The American Stock Exchange listing standards define
“financially literate” as being able to read and understand fundamental
financial statements, including a company’s balance sheet, income statement and
cash flow statement.
In
addition, we must certify to the American Stock Exchange that the committee
has,
and will continue to have, at least one member who has past employment
experience in finance or accounting, requisite professional certification in
accounting, or other comparable experience or background that results in the
individual’s financial sophistication. The board of directors has determined
that Mr. Clement satisfies the American Stock Exchange’s definition of
financial sophistication and also qualifies as an “audit committee financial
expert,” as defined under rules and regulations of the Securities and Exchange
Commission.
Nominating
and Compensation Committees
Our
nominating committee is responsible for overseeing the selection of persons
to
be nominated to serve on our board of directors. Our compensation committee
is
responsible for recommending the compensation of our executive officers.
The
nominating committee and compensation committee each consists of Dallas Clement,
as chairman, Scott Sassa and Sharyar Baradaran, each of whom is an independent
director under the American Stock Exchange listing standards.
Guidelines
for Selecting Director Nominees
We
will
establish guidelines for selecting nominees that generally provide that persons
to be nominated should be actively engaged in business endeavors, have an
understanding of financial statements, corporate budgeting and capital
structure, be familiar with the requirements of a publicly traded company,
be
familiar with industries relevant to our business endeavors, be willing to
devote significant time to the oversight duties of the board of directors of
a
public company, and be able to promote a diversity of views based on the
person’s education, experience and professional employment.
Code
of Conduct and Ethics; Related Party Transactions
We
have
adopted a code of conduct and ethics applicable to our directors, officers
and
employees in accordance with applicable federal securities laws. We have filed
the code of conduct and ethics with the SEC. Our board of directors has adopted
a general policy that related party transactions, including determination of
executive compensation, should be on terms no less favorable to the Company
than
terms available in bona fide third party transactions. A copy of the code can
be
obtained free-of-charge upon written request to:
Corporate
Secretary
Santa
Monica Media Corporation
12121
Wilshire Blvd., Suite 1001
Los
Angeles, CA 90025
Section 16(a)
Beneficial Ownership Reporting Compliance
Pursuant
to Section 16(a) of the Securities Act of 1934, the Company’s directors and
executive officers, and any persons holding 10% or more of its common stock,
are
required to report their beneficial ownership and any changes therein to the
Commission and the Company. Specific due dates for those reports have been
established, and the Company is required to report herein any failure to file
such reports by those due dates. Based on the Company’s review of Forms 3, 4 and
5 filed by such persons, the Company believes that during the fiscal year ended
December 31, 2007 all Section 16(a) filing requirements applicable to
such persons were met in a timely manner.
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Item 11.
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Executive
Compensation
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Executive
Officer and Director Compensation
Members
of our management team, including our directors, have not received any cash
or
other compensation for services rendered to us to date. Commencing on July
5,
2005 through the acquisition of a target business, we have agreed to pay Santa
Monica Capital Corp, an entity owned and controlled by Mr. Marshall, a
total of $7,500 per month for office space and administrative services,
including secretarial support. On October 1, 2007, this agreement was assigned
to Santa Monica Capital Partners II, LLC, and entity owned and controlled by
Messrs. Marshall, Brendlinger and Pulier. This arrangement was agreed to by
Santa Monica Capital Corp. for our benefit and is not intended to provide
Messrs. Marshall, Brendlinger and Pulier compensation in lieu of a salary.
We
believe that such fees are at least as favorable as we could have obtained
from
an unaffiliated third party. For the year ended December 31, 2007, we paid
an aggregate of $67,500, $45,000 to Santa Monica Capital Corp for services
accured through January 5, 2006, 2005, and $22,500 to Santa Monica Capital
Partners II, LLC for services rendered October 1 through December 31, 2007
pursuant to the arrangement.
Other
than this $7,500 per-month fee, no compensation of any kind, including finder’s
and consulting fees, will be paid to any members of our management team, or
any
of their respective affiliates, for services rendered prior to or in connection
with a business combination. However, these individuals will be reimbursed
for
any out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential target businesses and performing due diligence
on
suitable business combinations. After a business combination, members of our
management team, including our directors, who remain with us may be paid
consulting, management or other fees from the combined company with any and
all
amounts being fully disclosed to stockholders, to the extent then known, in
the
proxy solicitation materials furnished to our stockholders. It is unlikely
the
amount of such compensation will be known at the time of a stockholder meeting
held to consider a business combination, as it will be up to the directors
of
the post-combination business to determine executive and director compensation.
Compensation
Discussion and Analysis
We
have
not included a compensation discussion and analysis, as members of our
management team, including our directors, have not received any cash or other
compensation for services rendered to us during the year ended December 31,
2007.
Conflicts
of Interest
Potential
investors should be aware of the following potential conflicts of interest:
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None
of our officers and directors is required to commit his full time
to our
business and, accordingly, our officers and directors may have conflicts
of interest in allocating management time among various business
activities.
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In
the course of their other business activities, our officers and directors
may become aware of investment and business opportunities which may
be
appropriate for presentation to us as well as the other entities
with
which they are affiliated. They may have conflicts of interest in
determining to which entity a particular business opportunity should
be
presented. For a more complete description of our management’s other
affiliations, see Item 10-
Directors,
Executive Officers and Corporate
Governance.
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Our
officers and directors are currently affiliated with, and may in
the
future become affiliated with, entities, including other blank check
companies, engaged in business activities similar to those intended
to be
conducted by us. For example, David Marshall our Chief Executive
Officer
is a member of the Board of Directors of Youbet.com, Inc., an online
gaming company, and Pro Elite, Inc which conducts a mixed martial
arts
business both live and online.
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We
may acquire a business that is affiliated with one or more of our
officers, directors or advisory board members, which may create conflicts
of interest affecting such persons and which may result in a transaction
that is not as favorable to our public stockholders as a transaction
that
lacks such conflicts of interest. We will not acquire any business
that is
currently affiliated with any of our other existing stockholders.
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Since
our officers and directors own shares of our common stock that will
become
transferable only if a business combination is completed and certain
of
our officers and directors will beneficially own warrants purchased
in the
private placement that will expire worthless if a business combination
is
not consummated, our officers and directors may have a conflict of
interest in determining whether a particular target business is
appropriate to effect a business combination. Additionally they may
enter
into consulting or employment agreements with the company as part of
a
business combination.
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The
personal and financial interests of our directors and officers may
influence their motivation in identifying and selecting target businesses
and completing a business combination in a timely manner. These interests
may include their equity interests in the company, reimbursements for
expenses to the extent we have access to insufficient proceeds outside
of
the trust account for such reimbursement, and any interest in employment
with potential target businesses.
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Directors
and officers will receive reimbursement for out-of-pocket expenses
incident to the offering and identifying and investigating a suitable
business combination, to the extent such expenses do not exceed the
available proceeds held outside of the trust account unless we consummate
a business combination.
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In
general, officers and directors of a corporation incorporated under the laws
of
the State of Delaware are required to present business opportunities to a
corporation if:
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the
corporation could financially undertake the opportunity;
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the
opportunity is within the corporation’s line of business; and
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it
would not be fair to the corporation and its stockholders for the
opportunity not to be brought to the attention of the corporation.
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Accordingly,
as a result of multiple business affiliations, our officers and directors may
have similar legal obligations relating to presenting business opportunities
meeting the above-listed criteria to multiple entities. In addition, conflicts
of interest may arise when our board of directors evaluates a particular
business opportunity with respect to the above-listed criteria. We cannot assure
you that any of the above-mentioned conflicts will be resolved in our favor.
Each
of
our officers and directors has certain pre-existing fiduciary obligations to
other entities that may cause him to have conflicts of interest in determining
to which entity he presents a specific business opportunity. To the extent
that
one of our officers or directors identifies a business opportunity that may
be
suitable for an entity that he has a pre-existing fiduciary obligation to,
he
may honor his pre-existing fiduciary obligation to that entity. Accordingly,
he
may not present opportunities to us that otherwise may be attractive to such
entity unless it has declined to accept such opportunities.
In
connection with the vote required for any business combination, all of our
existing stockholders (including our officers and directors) have agreed to
vote
their respective shares of common stock then-owned by them (including shares
acquired in this offering and in the aftermarket) in accordance with the vote
of
the public stockholders owning a majority of the shares of our common stock
sold
in this offering and voted in connection with our initial business combination.
In addition, they have agreed to waive their respective rights to conversion
of
their shares in connection with the vote on our initial business combination
and
to participate in any liquidation distribution, but only with respect to those
shares of common stock acquired by them prior to this offering including shares
underlying the units acquired in the private placement.
To
further minimize potential conflicts of interest, we have agreed not to
consummate a business combination with an entity that is affiliated with any
of
our existing stockholders (including our officers, directors or advisory board
members) unless we obtain an opinion from an independent investment banking
firm
that the business combination is fair to our stockholders from a financial
point
of view.
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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The
following table sets forth information regarding the beneficial ownership of
our
common stock as of April 29, 2008, by:
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each
person known by us, as a result of such person’s public filings with the
SEC and the information contained therein, to be the beneficial owner
of
more than 5% of our outstanding shares of common stock;
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each
of our officers and directors; and
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all
of our officers and directors as a group.
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Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them. The following table does not reflect record or
beneficial ownership of the
sponsor
warrants or our other outstanding warrants, as we do not believe that these
warrants will become exercisable within 60 days of April 29, 2008.
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Name
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Number of Shares
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Percentage
of
Class
(1)
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|
Relationship
to Us
|
|
David
Marshall
(2)
(3)
12121
Wilshire Boulevard
Suite
1001
Los
Angeles, CA 90025
|
|
3,079,893
|
|
19.2
|
%
|
|
Chairman
of the Board, Chief Executive Officer
|
|
Kurt
Brendlinger (2) (4)
12121
Wilshire Boulevard
Suite
1001
Los
Angeles, CA 90025
|
|
3,079,893
|
|
19.2
|
%
|
|
Director,
Chief Financial Officer
|
|
Eric
Pulier (2) (5)
12121
Wilshire Boulevard
Suite
1001
Los
Angeles, CA 90025
|
|
3,079,893
|
|
19.2
|
%
|
|
Director,
Chief Technology Officer, Secretary
|
|
Scott
Sassa
657
Perugia Way
Los
Angeles, CA 90077
|
|
37,560
|
|
*
|
%
|
|
Director
|
|
Dallas
Clement
1400
Lake Hearn Drive
Atlanta,
GA 90319
|
|
37,560
|
|
*
|
%
|
|
Director
|
|
Robert
Schultz
1140
Black Birch Drive
Aspen,
CO 81611
|
|
37,560
|
|
*
|
%
|
|
Director
|
|
Sharyar
Baradaran (6)
414
North Camden Drive
Beverly
Hills, CA 90210
|
|
3,117,453
|
|
19.4
|
%
|
|
Director
|
|
Santa
Monica Capital Partners, LLC (7)
12121
Wilshire Boulevard
Suite
1001
Los
Angeles, CA 90025
|
|
3,079,893
|
|
19.2
|
%
|
|
Stockholder
|
|
All
directors and executive officers as a group (7
individuals)
|
|
3,162,525
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Deutsche
Bank AG (8)
Theodor-Heuss-Allee
70
60468
Frankfurt am Main
Federal
Republic of Germany
|
|
949,121
|
|
5.9
|
%
|
|
Stockholder
|
|
President
and Fellows of Harvard College (9)
Harvard
Management Company, Inc.
600
Atlantic Avenue
Boston,
MA 02210
|
|
1,050,000
|
|
6.5
|
%
|
|
Stockholder
|
|
Highbridge
Intenational LLC/HighBridge Fixed Income Opportunity Master Fund,
LP/Highbridge Fixed Income Opportunity Institutional Fund, LTD./Highbridge
Capital Management LLC/Glenn Dubin/Henry Swieca (10)
9
West 57
th
Street, 27
th
Floor
New
York, NY 10019
|
|
1,061,084
|
|
6.6
|
%
|
|
Stockholder
|
|
|
|
|
|
|
|
|
|
|
Sapling
LLC/Fir Tree Capital Opportunity
Master
Fund, L.P./Fir Tree, Inc. (11)
505
5
th
Avenue
23
rd
Floor
New
York, New York 10017
|
|
1,587,300
|
|
9.9
|
%
|
|
Stockholder
|
|
QVT
Financial LP/QVT Financial GP
LLC/QVT Fund LP/QVT Associates GP LLC
(12)
1177
Avenue of the Americas
9
th
Floor
New
York, New York 10036
|
|
1,365,900
|
|
8.5
|
%
|
|
Stockholder
|
|
Weiss
Asset Management, LLC/Weiss Capital,
LLC/Andrew M. Weiss
29
Commonwealth Avenue
10
th
Floor
Boston,
MA. 02116
|
|
849,800
|
|
5.3
|
%
|
|
Stockholder
|
|
CITIGROUP
Investment Research
|
|
809,117
|
|
5.0
|
%
|
|
Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Less
than 1%.
|
|
|
|
|
|
(1)
|
|
Based
on a total of 16,038,125 shares of the Company’s common stock issued and
outstanding on March 31, 2008.
|
|
|
|
|
|
(2)
|
|
These
shares are owned of record by Santa Monica Capital Partners, LLC.
Messrs. Marshall, Brendlinger, Pulier and Baradaran beneficially own
28.8%, 28.8%, 28.8% and 13.6%, respectively. Each of
Messrs. Marshall, Brendlinger, Pulier and Baradaran disclaims
beneficial ownership of shares of our common stock in excess of his
percentage ownership of Santa Monica Capital Partners, LLC. Santa
Monica
Capital Partners, LLC does not conduct any business other than serving
as
a holding company for our securities that are beneficially owned
by these
four individuals.
|
|
|
|
|
|
(3)
|
|
Mr. Marshall’s
interest in Santa Monica Capital Partners, LLC is held indirectly
by Santa
Monica Capital LLC, of which he is the sole
member.
|
|
|
|
|
|
(4)
|
|
Mr. Brendlinger’s
interest in Santa Monica Capital Partners, LLC is held indirectly
by E’s
Holdings, Inc. of which he is the sole shareholder.
|
|
|
|
|
|
(5)
|
|
Mr. Pulier’s
interest in Santa Monica Capital Partners, LLC is held indirectly
by New
Vision Ventures LLC of which he is Manager.
|
|
|
|
|
|
(6)
|
|
Mr. Baradaran
is the record owner of 37,560 shares of our common stock and the
beneficial owner of the shares of Santa Monica Media Corporation that
are owned by Santa Monica Capital Partners, LLC, as described in
note (2).
Mr. Baradaran possesses sole voting and dispositive authority over
413,860 shares of our common stock owned by Santa Monica Capital
Partners,
LLC.
|
|
|
|
|
|
(7)
|
|
Santa
Monica Capital Partners, LLC is the record owner of the shares of
our
common stock listed opposite its name in the above table. As described
above in notes (2) and (6), Messrs. Marshall, Brendlinger,
Pulier and Baradaran beneficially own shares of our common stock
by reason
of their ownership of Santa Monica Capital Partners,
LLC.
|
|
|
|
|
|
(8)
|
|
13G
filed February 6, 2008
|
|
|
|
|
|
(9)
|
|
13G
filed February 13, 2008
|
|
|
|
|
|
(10)
|
|
13G/A
filed February 1, 2008
|
|
|
|
|
|
(11)
|
|
13G
filed February 14, 2008
|
|
|
|
|
|
(12)
|
|
13G/A
filed February 6, 2008
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
We
have
agreed to pay to Santa Monica Capital Corp., an affiliate of our Chief Executive
Officer, David Marshall, a monthly fee of $7,500 for general and administrative
services including office space, utilities and secretarial support. We have
accrued an aggregate fee of $45,000 for the six-month period from July 5,
2005 to January 5, 2006. We have agreed with Santa Monica Capital Corp.
that no monthly fee will accrue for the period from January 5, 2006 until
the six-month anniversary of the completion of this offering, at which time
we
will pay to Santa Monica Capital Corp. the entire accrued amount of $45,000
for
the period prior to January 5, 2006. During each month following the
six-month anniversary of the completion of this offering, we will pay a fee
of
$7,500 to Santa Monica Capital Corp. Our obligation to pay such fees will
terminate as soon as we have paid aggregate fees of $180,000 to Santa Monica
Capital Corp. or, if earlier, upon the completion of our initial business
combination. This agreement was assigned to Santa Monica Capital Partners II,
LLC, an entity owned and controlled by Messrs. Marshall, Brendlinger and Pulier,
on October 1, 2007.
As
of
December 31, 2007, the Company had incurred and paid $67,500 for such
services.
The
arrangement with Santa Monica Capital Corp. is solely for our benefit and is
not
intended to provide any of our officers or directors with compensation in lieu
of a salary. We believe, based on rents and fees for similar services in the
Los
Angeles metropolitan area, that the fee charged by Santa Monica Capital Corp.
is
at least as favorable as we could have obtained from an unaffiliated
person.
Santa
Monica Capital Partners, LLC had advanced an aggregate of $305,000 to us to
cover expenses related to the Public Offering and our operating expenses. The
loan bore interest of 5% per annum. The note along with
accrued
interest of $21,992 was converted into 38,125 units on April 2, 2007 in
connection with the Public Offering.
We
will
reimburse our officers, directors, members of our advisory board and their
respective affiliates for any reasonable out-of-pocket business expenses
incurred by them in connection with certain activities on our behalf such as
identifying and investigating possible target businesses and business
combinations. There is no limit on the amount of such out-of-pocket expenses
that are reimbursable by us in the event we consummate a business combination,
which will be reviewed only by our audit committee or a court of competent
jurisdiction if such reimbursement is challenged.
Other
than the $7,500 per-month administrative fee described above and reimbursable
out-of-pocket expenses payable to our officers, directors and advisory board
members, no compensation or fees of any kind, including finders and consulting
fees, has been paid by us to any of our officers, directors or advisory board
members, or their affiliated entities since January 1, 2006.
Director
Independence
Our
board
of directors has determined that Messrs. Sassa, Clement, Baradaran and
Schultz are “independent directors” as such term is defined in Rule 10A-3 of the
Exchange Act and the rules of the American Stock Exchange.
|
|
Principal
Accountant Fees and Services.
|
Gumbiner
Savett, Inc. (“Gumbiner”) is exclusively responsible for the opinion rendered in
connection with its examination.
|
|
|
|
Fiscal Year Ended
December 31, 2007
|
|
|
Fiscal
Year Ended
December 31, 2006
|
|
|
Audit
fees
|
|
$
|
98,675
|
|
$
|
115,225
|
|
|
Audit-related
fees
|
|
|
—
|
|
|
|
|
|
Tax
fees
|
|
|
|
|
|
|
|
|
All
other fees
|
|
|
|
|
|
|
|
|
Total
fees
|
|
$
|
98,675
|
|
$
|
115,225
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
. Audit
fees consist of fees billed for professional services rendered for the audit
of
our year-end financial statements and services that are normally provided by
Gumbiner in connection with statutory and regulatory filings.
Audit-Related
Fees
. Audit-related
services consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported under “Audit Fees.” These services include
attest services that are not required by statute or regulation and consultations
concerning financial accounting and reporting standards.
Tax
Fees
. Tax
fees consist of fees billed for professional services for tax compliance. These
services include assistance regarding federal, state, and local tax compliance.
All
Other Fees
. All
other fees would include fees for products and services other than the services
reported above.
Policy
on Board Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors
The
audit
committee is responsible for appointing, setting compensation, and overseeing
the work of the independent auditor. In recognition of this responsibility,
the
audit committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent auditor.
In
addition to retaining Gumbiner to audit our financial statements for the year
ended December 31, 2007, we retained Gumbiner to provide tax preparation
work to us for our 2007 fiscal year. We understand the need for Gumbiner to
maintain objectivity and independence in its audit of our financial statements.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated:
April 29, 2008
|
|
|
|
|
SANTA
MONICA MEDIA CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Kurt Brendlinger
|
|
|
|
Kurt
Brendlinger
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
Santa Monica Media Corp. (AMEX:MEJ)
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