-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jgyq2ckn8dO2Ufh9gXBKBc9gch0Njsd1YXrlqHxSTOBBIicmy/qYi2A1FY+xZtrV Okq4zpNIJKX+v0uu7Ffycw== 0001019687-01-000380.txt : 20010327 0001019687-01-000380.hdr.sgml : 20010327 ACCESSION NUMBER: 0001019687-01-000380 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW VISUAL ENTERTAINMENT INC CENTRAL INDEX KEY: 0001026595 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 954543704 STATE OF INCORPORATION: UT FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58923 FILM NUMBER: 1578906 BUSINESS ADDRESS: STREET 1: 5920 FRIARS ROAD STREET 2: SUITE 104 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6196920333 MAIL ADDRESS: STREET 1: 827 BRIGHTON COURT CITY: SAN DIEGO STATE: CA ZIP: 92169 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLENBERG RAYMOND FRANKLIN JR CENTRAL INDEX KEY: 0001111796 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5920 FRIARS ROAD STREET 2: SUITE 104 CITY: SAN DIEGO STATE: CA ZIP: 92108 MAIL ADDRESS: STREET 1: 5920 FRIARS ROAD STREET 2: SUITE 104 CITY: SAN DIEGO STATE: CA ZIP: 92108 SC 13D/A 1 0001.txt RAY WILLENBERG, JR. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) NEW VISUAL ENTERTAINMENT, INC. (NAME OF ISSUER) Common Stock, par value $0.001 per share (TITLE OF CLASS OF SECURITIES) 649099207 (CUSIP NUMBER) Raymond Franklin Willenberg, Jr. 5920 Friars Road, Suite 104 San Diego, California 92108 (619) 692-0333 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) February 12, 2001 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Page 1 of 6 Pages CUSIP NO. 649099207 (1) Name of Reporting Person Raymond Franklin Willenberg, Jr. S.S. No. of Above Person ###-##-#### - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds* OO - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required [ ] Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship U.S.A. - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 1,778,280 Beneficially owned (8) Shared Voting Power 0 by each reporting (9) Sole Dispositive Power 1,778,280 person with: (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,778,280 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares* - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.2% - -------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS Page 2 of 6 Pages CUSIP NO. 649099207 SCHEDULE 13D AMENDMENT NO. 1 Filed Pursuant to Rule 13d-1 ITEM 1. SECURITY AND ISSUER. This Statement ("Statement") is filed by Raymond Franklin Willenberg, Jr. (the "Reporting Person") relating to shares of Common Stock, $.001 par value per share (the "Common Stock"), of New Visual Entertainment, Inc. (the "Issuer" or the "Company"). The Issuer has its principal executive offices located at 5920 Friars Road, Suite 104, San Diego, California 92108. ITEM 2. IDENTITY AND BACKGROUND. (a)-(b) This Statement is filed by Ray Willenberg, Jr., an individual resident of the State of California, as the Reporting Person. The business address and principal office address of the Reporting Person is 5920 Friars Road, Suite 104, San Diego, California 92108. (c) The Reporting Person is the Chief Executive Officer and a Director of the Issuer. (d)-(e) During the last five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All share amounts below have been adjusted to give effect to a 1-for-4 reverse stock split effected by the Company in June 2000. STOCK AWARD. On November 30, 1999, the Board of Directors of the Company (the "Board") issued 562,500 shares of its Common Stock to the Reporting Person as compensation in consideration of the Reporting Person's services as the President and a Director of the Company. STOCK OPTIONS. On February 11, 2000, the Board granted to the Reporting Person options to acquire 750,000 shares of its Common Stock. The exercise price for the options is $4.00 per share. The options vest in four equal annual installments of 187,500 shares commencing February 11, 2000 and expire February 11, 2010. On March 5, 2001, the Board granted the Reporting Person options to acquire 20,000 shares of its Common Stock in consideration of the Reporting Person's services as an employee and director of the Company. The exercise price for the options is $3.92 per share. The options vest in four equal annual installments of 5,000 shares, commencing on March 5, 2001 and expire March 5, 2011. The Reporting Person anticipates that if he exercises the options as described herein, he will use personal funds to satisfy the exercise price. Page 3 of 6 Pages ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person's present intent is to hold the Common Stock owned by him for investment purposes only. Additionally, the Reporting Person presently anticipates that any shares of Common Stock to be acquired by him upon exercise of stock options shall be acquired for investment purposes only. Whether the Reporting Person purchases any additional shares of Common Stock or exercises his option to acquire shares of Common Stock, and the amount, method and timing of any such purchase or exercise, will depend upon the Reporting Person's continuing assessment of pertinent factors, including, among other things, the availability of such shares for purchase or acquisition at acceptable price levels and/or upon acceptable terms; the business and prospects of the Reporting Person and the Issuer and other business and investment opportunities available to the Reporting Person; economic conditions; money market and stock market conditions; the attitude and actions of other stockholders of the Issuer; the availability and nature of opportunities to dispose of Common Stock; the availability of funds or financing for additional purchases; regulatory and other legal considerations; and other plans and requirements of the Reporting Person. Depending upon his assessment of these factors from time to time, the Reporting Person may elect to acquire additional shares of Common Stock (by means of privately negotiated purchases of shares, market purchases, option exercises or otherwise) or to dispose of some or all of the Common Stock beneficially owned by him. However, neither the timing nor the circumstances of future acquisitions or dispositions has been determined at the date hereof. The Reporting Person intends to exercise his rights as a shareholder to vote for or against any matter in accordance with his best interests. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person as of the date of filing this Statement is shares 1,778,280, constituting approximately 7.2% of the outstanding Common Stock of the Issuer. This includes (i) 380,000 Common Stock that the Reporting Person has the right to acquire within sixty days pursuant to the exercise of the options described in Item 3 above. (b) The aggregate number of shares of Common Stock over which the Reporting Person has sole voting power is 1,778,280 shares. Page 4 of 6 Pages The aggregate number of shares of Common Stock over which the Reporting Person has the sole dispositive power is 1,778,280 shares. This includes 380,000 shares of Common Stock that the Reporting Person has the right to acquire within sixty days pursuant to the exercise of the options described in Item 3 above. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 5 of 6 Pages SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: March 27, 2001 By: /S/ RAYMOND FRANKLIN WILLENBERG, JR. ------------------------------------ Raymond Franklin Willenberg, Jr. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S. C. 1001). Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----