SEC Info - TM Entertainment & Media/Inc - S-1/A

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As filed with the Securities and Exchange Commission on July 26, 2007

File No. 333-143856

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TM ENTERTAINMENT AND MEDIA, INC.

(Exact name of registrant as specified in its charter)


Delaware	6770	20-8951489
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

307 East 87th Street
New York, NY 10128
(212) 289-6942
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Theodore S. Green		Malcolm Bird
Chairman and		Co-Chief Executive Officer
Co-Chief Executive Officer		1606a Belmont Street NW
307 East 87th Street		Washington, DC 20009
New York, NY 10128		(202) 248-6977
(212) 289-6942

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Jack Levy, Esq.		Christopher S. Auguste, Esq.
Morrison Cohen LLP		Kramer Levin Naftalis & Frankel LLP
909 Third Avenue		1177 Avenue of the Americas
New York, NY 10022		New York, NY 10036
(212) 735-8600		(212) 715-9100
(212) 735-8708-Facsimile		(212) 715-8000 - Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE


		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount Being	Offering	Aggregate	Registration
Security Being Registered	Registered	Price per Security(1)	Offering Price(1)	Fee
Units, each consisting of one share of Common Stock, $0.001 par value, and one Warrant(2)	10,350,000 Units	$8.00	$82,800,000	$2,541.96
Shares of Common Stock included as part of the Units	10,350,000 Shares	—	—	—(3)
Warrants included as part of the Units	10,350,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the Units(4)	10,350,000 Shares	$5.50	$56,925,000	$1,747.60
Resale of Warrants issued to insiders (“Insider Warrants”)	2,100,000 Warrants	$1.00	$2,100,000	$64.47
Issuance of Shares of Common Stock underlying the Insider Warrants to the extent such Insider Warrants are transferred prior to exercise(4)	2,100,000 Shares	$8.00	$16,800,000	$515.76
Resale of Shares of Common Stock underlying the Insider Warrants to the extent such Insider Warrants are exercised by the Insiders(4)	2,100,000 Shares	—	—	—(5)
Underwriters’ Unit Purchase Option (“Underwriters’ Units”)	1 Unit	$100.00	$100	—(3)
Units underlying the Underwriters’ Units	900,000 Units	$10.00	$9,000,000	$276.30
Shares of Common Stock included as part of the Underwriters’ Units	900,000 Shares	—	—	—(3)
Warrants included as part of the Underwriters’ Units	900,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the Underwriters’ Units(4)	900,000 Shares	$5.50	$4,950,000	$151.97
Total			$172,575,100	$5,298.06(6)


(1)		Estimated solely for the purpose of calculating the registration fee.

(2)		Includes 1,350,000 Units and 1,350,000 shares of Common Stock and 1,350,000 Warrants underlying such Units which may be issued upon exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

(3)		No fee required pursuant to Rule 457(g).

(4)		Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

(5)		The filing fee is included in the $515.76 filing fee for the shares of common stock underlying the Insider Warrants above.


(6)		Previously paid.

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.

The information in this preliminary 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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, JULY 26, 2007

PROSPECTUS

Preliminary Prospectus

$72,000,000

TM Entertainment and Media, Inc.

9,000,000 Units

TM Entertainment and Media, Inc. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a domestic or foreign operating business in the entertainment, media, digital or communications industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit that we are offering has a price of $8.00 and consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $5.50. Each warrant will become exercisable on the later of our completion of a business combination and , 2008 [one year from the date of this prospectus], and will expire on , 2011 [four years from the date of this prospectus], or earlier upon redemption.

We have granted Pali Capital, Inc., the representative of the underwriters, a 45-day option to purchase up to 1,350,000 units (over and above the 9,000,000 units referred to above) solely to cover over-allotments, if any. The over-allotment option will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Pali Capital, Inc. for $100, as additional compensation, an option to purchase up to a total of 900,000 units at $10.00 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

Our existing stockholders have committed to purchase from us an aggregate of 2,100,000 warrants at a purchase price of $1.00 per warrant (for a total purchase price of $2,100,000) in a private placement that will occur simultaneously with the consummation of this offering. All of the proceeds we receive from the private placement will be placed in the trust account described below. The “insider warrants” to be purchased by these individuals will be identical to warrants underlying the units being offered by this prospectus except that the insider warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are still held by the purchasers or their affiliates. The insider warrants to be sold to these purchasers have been registered for resale under the registration statement of which this prospectus forms a part, but the purchasers have agreed that they will not sell or transfer the insider warrants (except in certain cases) until the later of , 2008 [one year from the date of this prospectus] and 60 days after the consummation of our business combination.

There is presently no public market for our units, common stock or warrants. We have applied to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol TMI.U on or promptly after the date of this prospectus. Assuming that the units are listed on the American Stock Exchange, once the securities comprising the units begin separate trading, the common stock and warrants will be listed on the American Stock Exchange under the symbols TMI and TMI.WS, respectively. We cannot assure you that our securities will be listed or will continue to be listed on the American Stock Exchange.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


			Underwriting
	Public		Discount and		Proceeds, Before
	Offering Price		Commissions(1)		Expenses, to Us

Per Unit	$	8.00	$	0.56	$	7.44
Total	$	72,000,000	$	5,040,000	$	66,960,000


(1)		Of the underwriting discount and commissions, $2,160,000 ($0.24 per unit) is being deferred by the underwriters and will not be payable by us to the underwriters unless and until we consummate a business combination.

$68,420,000 of the net proceeds of this offering (including the $2,160,000, or $0.24 per unit, of underwriting discounts and commissions payable to the underwriters in this offering which are being deferred by them until we consummate a business combination), plus the additional aggregate $2,100,000 we will receive from the purchase of the insider warrants simultaneously with the consummation of this offering, for an aggregate of $70,520,000 (or approximately $7.84 per unit sold to the public in this offering), will be deposited into a trust account at HSBC Bank USA, N.A., maintained by Continental Stock Transfer & Trust Company acting as trustee. These funds will not be released to us until the earlier of the completion of a business combination and our liquidation (which may not occur until , 2009 [twenty four months from the date of this prospectus]).

We are offering the units for sale on a firm-commitment basis. Pali Capital, Inc., the representative of the underwriters, expects to deliver our securities to investors in the offering on or about [ ], 2007.

Pali Capital, Inc.

, 2007

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus:


	•	references to “we,”* “us” or “our company” refer to TM Entertainment and Media, Inc.;*

	•	“existing stockholders” refers to all of our stockholders prior to this offering, including all of our officers and directors;

	•	“management stockholders” refers to Theodore S. Green and Malcolm Bird;

	•	“initial shares” refers to the 2,250,000 shares of common stock that our existing stockholders originally purchased from us for $25,000 on May 1, 2007;

	•	“insider warrants” refers to the 2,100,000 warrants we are selling privately to our management stockholders upon consummation of this offering;

	•	the term “public stockholders” means the holders of the shares of common stock which are being sold as part of the units in this public offering (whether they are purchased in the public offering or in the aftermarket), including any of our existing stockholders to the extent that they purchase such shares; and

	•	the information in this prospectus assumes that the representative of the underwriters will not exercise its over-allotment option.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

We are a blank check company organized under the laws of the State of Delaware on May 1, 2007. We were formed with the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a domestic or foreign operating business in the entertainment, media, digital or communications industries. To date, our efforts have been limited to organizational activities.

The entertainment, media, digital and communications industries encompass those companies which create, produce, deliver, own, distribute or market entertainment and information content, products and services. These companies serve both domestic and international audiences and, therefore, the operating businesses with which the company will seek to do a business combination are located throughout the world. Among the areas of particular interest to the company are businesses engaged in:


	•	broadcast television;

	•	cable, satellite and terrestrial television content delivery;

	•	motion picture, television, DVD and video content production and distribution;

	•	advanced communications networks and devices;

	•	user-generated media;

	•	newspaper, book, magazine, and specialty publishing;

	•	motion picture exhibition and related services;

	•	radio services via broadcast and satellite;

	•	video game production and distribution;

	•	broadband network operations;

	•	Internet service providers;

	•	Internet media production and distribution;


	•	interactive commerce and e-commerce;

	•	voice, video and data transmission platforms and services;

	•	content distribution systems, networks and services;

	•	content production and aggregation services;

	•	media portability products and services;

	•	interactive television products and services;

	•	advertising agencies and other advertising services;

	•	direct marketing and promotional services;

	•	media and marketing services;

	•	advertising based directories;

	•	recorded music and other audio content production and distribution;

	•	theme park attractions;

	•	toy development and distribution;

	•	trading cards;

	•	intellectual property licensing, merchandising and exploitation; and

	•	live event entertainment and venue management.

Our management team has extensive experience in the entertainment, media, digital and communications industries as senior executives, business consultants or entrepreneurs. See “Management”.

We intend to leverage the industry experience of our executive officers by focusing our efforts on identifying a prospective target business in the entertainment, media, digital or communications industries. We believe that companies involved in these industries represent attractive acquisition targets for a number of reasons, including a favorable economic environment for these industries, potentially attractive valuations and the large number of middle market acquisition candidates.

We believe, based solely on our management’s collective business experience, that there are numerous business opportunities in the entertainment, media, digital and communications industries. However, we cannot assure you that we will be able to locate a target business in such industries or that we will be able to engage in a business combination with a target business on favorable terms.

We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

We will have until , 2009 [twenty four months from the date of this prospectus] to consummate a business combination. If we are unable to consummate a business combination by such date, our corporate existence will cease by operation of corporate law (except for the purposes of winding up our affairs and liquidating). Our initial business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of our net assets (all of our assets, including the funds held in the trust account, less our liabilities) at the time of such acquisition, although this may entail simultaneous acquisitions of several operating businesses. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (which may include actual and potential sales, earnings, cash flow or book value). We anticipate structuring a business combination to acquire 100% of the equity interests or assets of

the target business. We may, however, structure a business combination to acquire less than 100% of such interests or assets of the target business, but will not acquire less than a controlling interest (which would be at least 50% of the voting securities of the target business). If we acquire only a controlling interest in a target business or businesses, the portion of such business that we acquire must have a fair market value equal to at least 80% of our net assets. If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of our net assets. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business or seek to raise additional funds through a private offering of debt or equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate a business combination. If we issue securities in order to consummate a business combination, our stockholders could end up owning a minority of the combined company as there is no requirement that our stockholders own a certain percentage of our company after our business combination. Since we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so. The fair market value of the target business will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings and cash flow or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria.

Our executive offices are located at 307 East 87th Street, New York, NY 10128 and our telephone number is (212) 289-6942.

THE OFFERING


Securities offered		9,000,000 units, at $8.00 per unit, each unit consisting of:

		• one share of common stock; and

		• one warrant.

Trading commencement and separation of common stock and warrants		The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Pali Capital, Inc., as representative of the underwriters, determines that an earlier date is acceptable. In no event will Pali Capital, Inc. allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K with the Securities and Exchange Commission, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise and consummation of the over-allotment option. We will also include in this Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Pali Capital, Inc. has allowed separate trading of the common stock and warrants prior to the 90th day after the date of this prospectus. The units will continue to trade along with the common stock and warrants after the units are separated. Holders will need to have their brokers contact our transfer agent in order to separate the units into common stock and warrants.


Private placement of warrants to be sold to insiders		We will sell 2,100,000 insider warrants at a purchase price of $1.00 per warrant (for a total purchase price of $2,100,000) to our existing stockholders pursuant to private placement purchase agreements between us and such purchasers. The existing stockholders have entered into these agreements prior to the filing of the registration statement of which this prospectus forms a part. These purchases will take place in a private placement that will occur simultaneously with the consummation of this offering. The insider warrants will be identical to the warrants underlying the units being offered by this prospectus except that the insider warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are still held by the purchasers or their affiliates. Each of the purchasers have agreed, pursuant to the agreements, that he will not sell or transfer the insider warrants (except to an affiliate of such purchaser, to relatives and trusts for estate planning purposes, or to our directors at the same cost per warrant originally paid by them) until the later of , 2008 [one year from the date of this prospectus] and 60 days after the consummation of our business combination. Pali Capital, Inc. has no intention of waiving these restrictions. In the event of a liquidation


		prior to our initial business combination, the insider warrants will expire worthless.

Common stock:

Number outstanding before this offering		2,250,000 shares

Number to be outstanding after this offering		11,250,000 shares

Warrants:

Number outstanding before this offering		0 warrants

Number to be sold to insiders		2,100,000 warrants

Number to be outstanding after this offering and sale to insiders		11,100,000 warrants

Exercisability		Each warrant is exercisable for one share of common stock.

Exercise price		$5.50

Exercise period		The warrants will become exercisable on the later of:

		• the completion of a business combination with a target business, and

		• , 2008 [one year from the date of this prospectus].

		However, the warrants held by public stockholders will only be exercisable if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. The warrants will expire at 6:00 p.m., New York City time, on , 2011 [four years from the date of this prospectus] or earlier upon redemption.


Redemption		We may redeem the outstanding warrants (including any warrants held by the underwriters as a result of the exercise of their option, but excluding any insider warrants held by the initial purchasers or their affiliates) without the consent of Pali Capital, Inc.:


		• in whole and not in part,

		• at a price of $0.01 per warrant at any time while the warrants are exercisable,

		• upon a minimum of 30 days’ prior written notice of redemption, and

		• if, and only if, the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.

		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $11.50 trigger price as well as the $5.50 warrant exercise price after the redemption notice is issued.

		In the event that the common stock issuable upon exercise of the warrants has not been registered, qualified or deemed to be exempt


		under the securities laws of the state of residence of the holder of the warrants, we will not have the right to redeem the warrants owned by such holder. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing common stock price and the warrant exercise price so that if the stock price declines as a result of our redemption call, the redemption will not cause the stock price to drop below the exercise price of the warrants. The insider warrants are non-redeemable so long as such warrants are held by our existing stockholders.

Proposed American Stock Exchange symbols for our:

Units		TMI.U

Common stock		TMI

Warrants		TMI.WS

Offering proceeds to be held in trust		$68,420,000 of the net proceeds of this offering plus the $2,100,000 we will receive from the sale of the insider warrants (for an aggregate of $70,520,000 or approximately $7.84 per unit sold to the public in this offering) will be placed in a trust account at HSBC Bank USA, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. This amount includes $2,160,000 of underwriting discounts and commissions payable to the underwriters in the offering that is being deferred. The underwriters have agreed that such amount will not be paid unless and until we consummate a business combination. Upon the consummation of our initial business combination, the deferred underwriting discounts and commissions shall be released to the underwriters out of the gross proceeds of this offering held in the trust account. Except as set forth below, these proceeds will not be released until the earlier of the completion of a business combination and our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Notwithstanding the foregoing, there can be released to us from the trust account interest earned on the funds in the trust account (i) up to an aggregate of $1,900,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any amounts we may need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially $100,000).

		None of the warrants may be exercised until after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.


Limited payments to insiders		There will be no fees, reimbursements, cash payments or any other form of compensation paid to our existing stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than:


		• repayment of a $100,000 loan, plus interest at the rate of 5% per annum, compounded semi-annually, made by Theodore S. Green, our Chairman and Co-Chief Executive Officer, to us;

		• payment of $7,500 per month to our management stockholders, an affiliate of our management stockholders or third parties, for certain administrative, technology and secretarial services, as well as the use of certain limited office space; and


		• reimbursement of out-of-pocket expenses incurred by our existing stockholders in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations, with no limit as to such reimbursement.


Amended and Restated Certificate of Incorporation		As discussed below, there are specific provisions in our amended and restated certificate of incorporation that may not be amended prior to our consummation of a business combination, including our requirements to seek stockholder approval of such a business combination and to allow our stockholders to seek conversion of their shares if they do not approve of such a business combination. While we have been advised that such provisions limiting our ability to amend our certificate of incorporation may not be enforceable under Delaware law, we view these provisions, which are contained in Article Seventh of our amended and restated certificate of incorporation, as obligations to our stockholders and will not take any action to amend or waive these provisions.

		Our amended and restated certificate of incorporation also provides that we will continue in existence only until , 2009 [twenty four months from the date of this prospectus]. If we have not completed a business combination by such date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation Law. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of dissolution with the Delaware Secretary of State). In connection with any proposed business combination we submit to our stockholders for approval, we will also submit to stockholders a proposal to amend our amended and restated certificate of incorporation to provide for our perpetual existence, thereby removing this limitation on our corporate life. We will only consummate a business combination if stockholders vote both in favor


		of such business combination and our amendment to provide for our perpetual existence. The approval of the proposal to amend our amended and restated certificate of incorporation to provide for our perpetual existence would require the affirmative vote of a majority of our outstanding shares of common stock. We view this provision terminating our corporate life by , 2009 [twenty four months from the date of this prospectus] as an obligation to our stockholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business combination.


Stockholders must approve business combination		Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect any business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. We view this requirement as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering in accordance with the majority of the shares of common stock voted by the public stockholders. We will proceed with a business combination only if (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination, (ii) a majority of the outstanding shares of common stock vote in favor of an amendment to our certificate of incorporation to provide for our perpetual existence and (iii) public stockholders owning less than 30% of the shares sold in this offering exercise their conversion rights described below. Accordingly, it is our understanding and intention in every case to structure and consummate a business combination in which 29.99% of the public stockholders may exercise their conversion rights and the business combination will still go forward.


Conversion rights of stockholders voting to reject a business combination		Pursuant to our amended and restated certificate of incorporation, public stockholders voting against a business combination will be entitled to convert their stock into a pro rata share of the trust account (initially approximately $7.84 per share, or approximately $7.82 per share if the over-allotment option is exercised), plus any interest earned on their portion of the trust account but less any interest that has been released to us as described above to fund our working capital requirements and pay any of our tax obligations, if the business combination is approved and completed. We view this requirement as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. Our existing stockholders will not have such conversion rights with respect to the initial shares, but will have such conversion rights with respect to any shares they purchase in this offering or in the aftermarket. Public stockholders who convert their stock into their share of the trust account will continue to have the right to exercise any warrants they may hold.


		An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Additionally, we may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and it would be up to the broker whether or not to pass this cost on to the converting holder.


		The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time we send out our proxy statement through the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor.


		Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically).


		If a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until twenty four months from the date of this prospectus. If the initial business combination is not approved or completed for any reason, then public stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to deliver their certificates prior to the meeting, we will promptly return such certificates to the public stockholder.


		Investors in this offering who do not sell, or who receive less than an aggregate of approximately $0.16 of net sales proceeds for, the warrants included in the units, and persons who purchase common stock in the aftermarket at a price in excess of $7.84 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or


		adjusted purchase price. Because converting stockholders will receive their proportionate share of the deferred underwriting discounts and commissions and the underwriters will be paid the full amount of their deferred underwriting compensation at the time of the consummation of our initial business combination, the company (and, therefore, the non-converting stockholders) will bear the financial effect of such payments to both the converting stockholders and the underwriters.


Liquidation if no business combination		As described above, if we have not consummated a business combination by , 2009 [twenty four months from the date of this prospectus], our corporate existence will cease by operation of law and we will promptly distribute only to our public stockholders (including our existing stockholders to the extent they have purchased shares in this offering or in the aftermarket) the amount in our trust account (including any accrued interest then remaining in the trust account) plus any remaining net assets.


		We cannot assure you that the per-share distribution from the trust account, if we liquidate, will not be less than $7.84, plus interest then held in the trust account, for the following reasons:

		• prior to liquidation, pursuant to Section 281 of the Delaware General Corporation Law, we will adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time as well as provide for any claims that we believe could potentially be brought against us within the subsequent 10 years prior to distributing the funds held in the trust to our public stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims of creditors to the extent of distributions received by them (but no more); and


		• while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable. To date, we do not have waiver agreements in place with respect to any party that is currently providing services to us; however, prior to the consummation of the offering, we expect to receive the written waiver of our outside legal counsel, auditors, the representative and the representative’s outside legal counsel. Our management stockholders have agreed that they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Although we have


		a fiduciary obligation to pursue our management stockholders to enforce their indemnification obligations, and intend to pursue such actions as and when we deem appropriate, there can be no assurance they will be able to satisfy those obligations, if required to do so. The only obligations not covered by such indemnity are with respect to claims of creditors, vendors, service providers and target businesses that have executed a valid and binding waiver of their right to seek payment of amounts due to them out of the trust account. Furthermore, our management stockholders will not have any personal liability as to any claimed amounts owed to a third party who executed a valid and enforceable waiver (including a prospective target business). Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public stockholders receive no less than $7.84 per share upon liquidation.


		We anticipate the distribution of the funds in the trust account to our public stockholders will occur by , 2009 [10 business days from the date our corporate existence ceases]. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our existing stockholders have agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment for such expenses.


Escrow of existing stockholders’ securities		On the date of this prospectus, all of our existing stockholders, including all of our officers and directors, will place their initial shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions (such as transfers (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement), these shares will not be transferable during the escrow period and will not be released from escrow until one year after the consummation of our initial business combination or earlier if, following a business combination, (a) the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within any 30-trading day period or (b) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private sales will be permitted in order to allow our existing stockholders to transfer shares of our common stock to officers and directors who may be hired or appointed after the date of this prospectus. These transfers were contemplated prior to the sale of the initial shares to our existing stockholders.


		Additionally, on the date of this prospectus, the insider warrants will be placed into the escrow account maintained with Continental Stock

SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.


	May 31, 2007
				As Adjusted
	Actual			(1)

Balance Sheet Data:
Working capital (deficiency)	$	(77,673	)	$	68,475,961
Total assets		218,634			70,635,961
Total liabilities		202,673			2,160,000	(2)
Value of common stock which may be converted to cash		—			21,148,948
Stockholders’ equity		15,961			47,327,013


(1)		Includes the $2,100,000 we will receive from the sale of the insider warrants.

(2)		Includes the $2,160,000 deferred underwriters’ discounts and commissions payable to the underwriters upon completion of the business combination.

The “as adjusted” information gives effect to the sale of the units we are offering, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.

The working capital deficiency excludes $93,634 of costs related to this offering which were paid or accrued prior to May 31, 2007. These deferred offering co

TM Entertainment & Media/Inc · S-1/A · On 7/26/07

Filed On 7/26/07 9:00pm ET · SEC File 333-143856 · Accession Number 950123-7-10358

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1
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S-1/A · Amendment No. 1 to Form S-1
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	Page

Prospectus Summary		1
Summary Financial Data		13
Risk Factors		14
Use of Proceeds		27
Dilution		31
Capitalization		33
Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Proposed Business		36
Management		51
Principal Stockholders		57
Certain Relationships and Related Transactions		59
Description of Securities		61
Underwriting		66
Legal Matters		68
Experts		68
Where You Can Find Additional Information		69
Index to Financial Statements		F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-10.1: FORM OF LETTER AGREEMENT
EX-10.2: FORM OF LETTER AGREEMENT
EX-10.3: FORM OF LETTER AGREEMENT
EX-10.4: FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
EX-10.9: PRIVATE PLACEMENT PURCHASE AGREEMENT
EX-10.10: PRIVATE PLACEMENT PURCHASE AGREEMENT
EX-14: FORM OF CODE OF ETHICS
EX-23.1: CONSENT OF GOLDSTEIN GOLUB KESSLER LLP


		Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, the insider warrants will not be transferable during the escrow period and will not be released from escrow until the later of , 2008 [one year from the date of this prospectus] and 60 days after the consummation of our business combination.

TM Entertainment & Media/Inc · S-1/A · On 7/26/07

Filed On 7/26/07 9:00pm ET · SEC File 333-143856 · Accession Number 950123-7-10358

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1Filing Table of Contents

S-1/A · Amendment No. 1 to Form S-1Document Table of Contents

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1
Filing Table of Contents

S-1/A · Amendment No. 1 to Form S-1
Document Table of Contents