Los Angeles Chapter SIGGRAPH P.O. Box 6308 Burbank, CA 91510-6308 los-angeles-chapter@siggraph.org

DIMENSION ONLINE
April Newsletter

HEADLINES

• EVENT: Meeting information: April 18, 2001: The Business of Effects: Generating Income Not Just Images
• LA - ACM SIGGRAPH Chapter Elections 2001
• "Looking for the Exit" By Marty Shindler
• Upcoming Meetings

The Program

The Location

Directions

[UCLA North Campus Map]

Parking

Fees/Registration

Webcast

The Event

Not sure you're ready to start your own company? Whether you are new to the business or just want to enhance your business or management knowledge, this meeting will be an eye opener. Learn about the art of creating a business.

Moderator:
Marty Shindler
CEO, The Shindler Perspective

Panelists:
Sharon Adcock, Principal The Adcock Group
Ray Scalice VP & General Manager, Pixel Magic
Ken Suddelson, Morrison & Foerster LLP
Nicholas A. Crincoli, Morrison & Foerster LLP

Producer: Pamela Thompson, Career Coach/Recruiter

Speaker Profiles

The firm consults on business practices, strategic and business planning and operations, in a variety of industries, providing direction to those whose expertise is their product, not running their business.

In 1988 while with the entertainment division of Coopers & Lybrand (now PriceWaterhouseCoopers) Marty was assigned as the manager of the Lucasfilm account. During that time, he was involved in a major consulting project at Industrial Light & Magic, designed to help the Company grow from its entrepreneurial roots. He later joined ILM as Director of Finance to help implement the recommendations.

Following three years at ILM, Marty consulted with Cinesite at its start up to help set up the business operations. He later joined Cinesite as VP Sales & Marketing, a position he held for three years.

Since early 1996 The Shindler Perspective has been consulting with a variety of creative, technology and emerging companies. Recent projects have included an Economic Impact Study for the Giant Screen Theater Association; a multimedia technology center assessment and business plan for a proposed joint venture between Michigan State University and Nortel Networks; a strategic business plan for a group involved in massively multiplayer games; and business planning for Ultimatte and its related company, iMatte.

Marty is an alternate board member of The Visual Effects Society and acted as its financial advisor during the first few years of the Society's existence.

Having played a unique combination of roles in professional service firms and in hands-on executive management positions has allowed Marty to offer a valued perspective to his clients.

Marty's education includes a Masters Degree in Business Administration from Suffolk University and a Bachelor's Degree in Accounting from Bentley College. He is a non-practicing CPA.

Sharon Adcock
Sharon Adcock is Principal of the Adcock Group, a consulting & speaking firm headquartered in Manhattan Beach, CA.

Prior to founding her firm, Ms. Adcock held a variety of marketing, sales and product management positions with companies such as AT&T, Bell & Howell, & Management Graphics. She has assisted in the successful launch of several new products and services in a variety of industries.

A majority of Ms. Adcock's current work is in the entertainment industry, with visual effects software/hardware manufacturers and post houses, as well as in the broadcast and new media markets. Clients have included Ultimatte, Digital Voodoo, Management Graphics, Imagica, High Technology Video, Autologic, RFX, Cinema Graphics, First Art, RT-SET, Mindport Sentriq, and webcasts.com.

Ms. Adcock works with post houses, studios, manufacturers of visual effects software & hardware, and magazine & online site editors to both get articles written and the profile raised of visual effects in the film industry, both domestic & internationally.

Ms. Adcock is a member of the British Academy of Film & Television Arts -- Los Angeles, Siggraph -- LA, Moving Images Society/BKSTS (London), Digital Film & Image Transfer Society, & an associate member of the Visual Effects Society.

Ray Scalice
Working behind the scenes for over 20 years, Ray Scalice has served in executive management positions with LucasArts Entertainment, The Walt Disney Company, and Pacific Title and Art Studio. Ray Scalice is now Vice President and General Manager of Pixel Magic, a 3D animation and visual effects studio. His primary responsibilities include strategic planning, contract negotiations, and marketing the company's core services. Mr. Scalice holds a BS degree in Accounting from Woodbury University, and a MBA from Golden Gate University in San Francisco, California.

Mr. Scalice is a founding member of the Visual Effects Society, a regional director of the Institute of Management Accountants (IMA), an adjunct professor at Woodbury University, and a chosen guest speaker for several film festivals and professional organizations throughout the United States.

Kenneth Suddleson
Mr. Suddleson is a partner in the Entertainment/New Media and Technology Group of Morrison & Foerster LLP, resident in the Century City office. He represents clients engaged in all facets of the entertainment industry and related businesses worldwide, including motion pictures, television, music and new media. Mr. Suddleson has a wealth of experience gained from a career spent entirely in the entertainment industry, including over 25 years as a practicing lawyer in the industry, as well as three and one-half years as a senior executive and member of the board of a major motion picture studio, Paramount Pictures.

Mr. Suddleson's practice includes advising and representing major motion picture studios in such matters as the acquisition of film libraries and motion picture development, production and distribution. Mr. Suddleson also represents domestic and international major independent motion picture and television production companies, network and cable television programming producers and distributors, pay television exhibitors, program syndicators and others involved in creating, financing, distributing and/or exhibiting content in these media. His clients also include entertainment and e-commerce Internet ventures, and senior executives in various industries.

Mr. Suddleson has been an adjunct professor at UCLA School of Theatre, Film and Television since 1995. Mr. Suddleson earned his B.A. from the University of California, Los Angeles in 1964 and his J.D. from UCLA School of Law in 1968.

Nicholas A. Crincoli
Mr. Crincoli is Of Counsel in the Los Angeles office of Morrison & Foerster LLP and a member of the firmwide Technology Transactions Group. He joined the firm in July 2000 after serving as General Counsel of Checkout.com, an entertainment e-tailer and content site. Mr. Crincoli has extensive experience in all areas of digital media, high technology, and entertainment, including e-commerce, content, and other technology transactions. His experience includes content deals, software licensing, sweepstakes, web vendor and service provider contracts, advertising, and strategic and co-venturing agreements.

Prior to joining Checkout.com, Mr. Crincoli was Vice President for Business and Legal Affairs at AnimalHouse.com, a joint venture of Universal Studios and Hyundai Electronics. He was also Director of Business and Legal Affairs of the Digital Studios Division of Sony Pictures Entertainment, as well as Senior Attorney for Business and Legal Affairs for Disney Interactive/Disney Online.

Mr. Crincoli began his legal career in private practice with the firm of Reavis & McGrath in New York, focusing on general corporate and securities transactions, and was a general corporate and mergers and acquisitions lawyer with Debevoise & Plimpton for seven years in New York and Los Angeles. Mr. Crincoli received his joint J.D./M.B.A. degrees in 1986 from New York University School of Law and NYU Graduate School of Business Administration.

Announcements

L.A. ACM-SIGGRAPH Chapter Election 2001

Start thinking about becoming involved! Check out the descriptions of our elected officers for the L.A. ACM-SIGGRAPH Chapter below. We also have appointed oficer positions available. Let us know if you want to run for elected office or become involved!

CHAIR:

The duties of the CHAIR include presiding at all regular and special meetings, calling Executive Council meetings, and appointing ad hoc committees. The Chair will be an ex officio member of all committees. He or she is responsible for informing ACM Headquarters of changes in the executive Council due to elections, appointments of vacancies. The Chair will handle all funds or other duties in the absence of the Treasurer. In the absence of the Secretary, the Chair will file all reports required by ACM and ACM SIGGRAPH. The Chair will also perform other duties as normally fall in this office.

VICE CHAIR:

The duties of the VICE CHAIR include planning the program for all regular meetings, and assuming the duties of the Chair at the Chair's request, absence or incapacity. The Vice Chair will be responsible for ensuring that business is conducted in accordance with these bylaws.

SECRETARY:

The duties of the SECRETARY will be to keep minutes at all the regular meetings conducted by the Local and the Executive Council. The Secretary will ensure that members, officers and ACM Headquarters receive propose notice of all meetings and elections. The Secretary is responsible for records, reports, correspondence and newsletter information. The Secretary is responsible for filing all reports as required by ACM and ACM SIGGRAPH.

TREASURER:

The TREASURER will maintain the financial records of the Local, prepare financial reports as required by ACM, maintain membership lists, process membership applications and renewals and handle all the funds of the Local. Prior to disbursing funds, the Treasurer will verify that all requests for payment are authorized in the Locals budget and approved by the responsible officer or committee Chair.

Contact us at: la-elections@siggraph.org

"Looking for the Exit"

"I'm taking on a business partner," proclaimed the entrepreneur on the other end of the phone call. "This is a marriage made in heaven!"

Even though I felt I was throwing cold water on his enthusiasm, I peppered him with questions. I asked "George" (not his real name), "Have you worked out a letter of intent and outlined the important business points? Do you know the amount of capital your partner is bringing in and the percentage of equity that will be allocated for it? What is your exact timetable?"

"No, not yet, we figure we will work that out in the next few months. But we both agree this is a great opportunity for a partnership," he replied.

"What if a year or two down the road, things aren't working out well? What if there are hard times and the two of you fail to agree on an appropriate course of action? Has your memory of what happened a few years ago faded so quickly?"

Silence on the other end of the phone. Like a child in a bad divorce, George had had a front row seat years earlier when a major disagreement among the parties at his former employer left the organization in a shambles. After a couple of years of struggling to regain its focus and momentum, the company was forced to close down.

George had decided to set up his own facility following the closing and was able to make a go of it with minimal capital and maximum effort and sweat. Now he wanted to add a partner to his thriving business.

A cold shiver was probably traveling up and down his spine as the events of those times came hurtling back to him. Although I had only been a bystander at the time, my recollections were crystal clear. His head had to be swimming.

Too often, in an effort to move projects, partnerships, financing, and other arrangements forward, we have a tendency not to look for the exit, and fail to provide for contingencies in case something does not work out right. We have all been there at one time or another.

It doesn't have to be a disagreement that causes changes within an organization. Other issues to be considered include what to do in the event of the death or incapacity of one of the parties.

It usually takes only one mistake for us to realize how to avoid a particular problem the next time. Sometimes though, the cost of that mistake can preclude there being a next time. Taking some basic precautions today can help us to avoid, or at least minimize, the problem, and thus avoid unpleasant legal actions.

Even in situations that might seem to call only for a "handshake" agreement, it is important to document the understanding in the form of a written exit agreement, drafted professionally by the parties' respective legal, business, and tax advisors. Generally speaking, it is best to do this today, while everyone is still on friendly terms. If things ever get to the point where an exit agreement is needed, it will be too late: it will probably not be possible to resolve the situation outside a courtroom.

Consider the following points when having discussions with your potential business partners, then structure the agreement to incorporate the results:

• Determine the specific circumstances or actions on either party's part that would be cause for invoking the agreement.
• Determine the circumstances separately for the various factors that may arise in the future.
• In the event of a buyout of an equity interest, determine whether the firm, a specific partner, or an independent third party can buy out the other partner's shares.
• Draw up the formula to be used in calculating the worth of the total entity at the buyout date so that you will be able to determine each partner's portion of that total.
• Specify the period over which the departing partner's share is to be paid out, including whether interest (at a pre-specified rate or by a formula) should be a part of the payment.
• Decide if the payout calculation is subject to audit/review by a qualified CPA and who would pay for that service.
• Analyze what impact, if any, there will be on the other partners in the event of a change in control of the company and how the change in control will be defined.
• In case of a dispute over the contract terms and their application, include a clause stating whether mediation, arbitration, or other means will be used to resolve the differences.

I helped George develop his contingency plans, and think that he now feels more secure about his future with his new partner.

Although it is not possible to list here all of the possible scenarios that could arise, planning now can avoid problems later. In business, just as when we board an airplane or enter a crowded theater, it is important to look for the exit, just in case.

Marty Shindler is a management consultant specializing in providing a business perspective to creative, technology and emerging companies. Marty may be reached at shindler@aol.com.

Upcoming Meetings

• Tuesday, May 15, 2001
  PDI "Shrek" Presentation/Screening
  

Call the SIGPHONE, 310-288-1148 For recorded information on the time and location of our next meeting.

L.A. SIGGRAPH 2000-2001 Executive Council

Committee Members:
Pamela Thompson, Chris Troianello, Diane Solomon, Rimas Juchnevicius, Zachary Taylor, Vy Li, Tom Lillehoff, James Guilford, Zachary Foley, Leo Szew

Active Volunteers:
James Guilford, Sandy Jenkins, Rimas Juchnevicius, Robert Mace, Jerry Natal, Frank Panero, George Rowles, Jeff Watson, Aaron Weldon

Monthly Executive Council meetings are held on the third Tuesday of the month. If you would like to attend call the SIGPHONE at (310) 288-1148.

Last Updated: Sun Jul 1 19:44:34 2001
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