Gareb Shamus Out At Wizard — The Actual SEC Filing

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By Todd Allen

As of last Thursday, Gareb Shamus is no longer president/CEO of Wizard World, Inc. Being publicly traded, notice of this change had to be filed with the SEC.

This includes the company’s report:

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors or Certain Officers
Pursuant to a letter of resignation dated December 1, 2011 (the “Resignation Letter”), Mr. Gareb Shamus resigned his positions as President, Chief Executive Officer and Director of the Company. Mr. Michael Mathews, Chairman, will serve as the Company’s Interim Executive Chairman and oversee the Company’s day to day operations until the Board of Directors (the “Board”) has identified a new Chief Executive Officer. The Board will immediately commence the search for a new Chief Executive Officer and anticipates completing its search no later than January 15, 2012. Mr. Shamus’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

And also includes Gareb’s letter of resignation:

December 1, 2011
Board of Directors
Wizard World, Inc.
Gentlemen:
I hereby resign my positions as President, Chief Executive Officer and Director of Wizard World, Inc. (the “Company”) effective immediately. The resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Sincerely,

/s/Gareb Shamus
Gareb Shamus

An SEC filing is about as official as you’re likely to get on the matter.

It is not immediately apparent how many shares Shamus may still own or if he’s going to have any associations with the company in a different capacity.

Would you like to be the new CEO of Wizard? Wizard anticipates making a hire within approximately 45 days.

Comments

  1. Dave Aikins says:

    After setting up at Wizard World Chicago for many of the past 10 years, we’d always notice how Wizard couldn’t keep anyone (that organized the artist alley) on staff for longer than a year or two. It has made the show very impersonal, as you wouldn’t know who was in charge, or who was just a “red shirt” volunteer. It’s not a surprise that they couldn’t even keep a Shamus. It would be nice if the Wizard conventions could one day actually have some consistency to their staff, as it’s always a bonus when you do conventions year after year to see familiar faces that, in turn, recognize you as well…

  2. My theory was that Shamus just read Walter Issacson’s Steve Jobs biography and felt he too, like Jobs, was under-appreciated by the board of directors, and vowed he would return one day to save the company he built. Then I realized Shamus probably doesn’t read books. So much for my theories.

  3. Roberto Briceno says:

    Don’t let the down hit you on the ass, Shamus.

  4. MBunge says:

    I won’t deny that I found Wizard hilarious for a brief period in the 90s, but that pretty much ended when they took over the Chicago Comicon and turned it into a generic pop culture fest.

    Mike

  5. SEC reports generally list the majority shareholders. Wizard did have a recent large sale for capital, and those buyers were listed on that report.

    Could the Board, which generally has majority shareholders seated, encouraged Shamus’ exit?

    What of Gareb Shamus, possible Chief Marketing Officer?

    http://www.sec.gov/Archives/edgar/data/1162896/000114420411065468/v239516_8ka.htm

    Convention (8) revenue for 2010: $3,000,814
    Gross profit: $467,432
    Net loss: -$27,204 (2009 loss: -$829,625)
    (p. 22)

    Working Capital (Deficit) 2010:
    -$535,834 (p.24)

    Shamus’ base salary: $140,000, with a 10% increase each year. Plus bonuses if goals are met. Stock options as well. (p.34)

    Hmmm… “Certain Relationships and Related Transactions” (p.36)

    “On December 1, 2010 Kick The Can Corp entered into a promissory note with Gareb Shamus Enterprises, a related party of the company’s chief executive officer, for $114,384. The loan bears interest at 6% per annum and matures on December 1, 2011. The note is secured by all assets of Gareb Shamus Enterprises.”

    Another loan matures on October 27, 2012.(p.36)

    As of the above filing, no payments have been made. (p.37)

    Ah-HA! Here we go!
    “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

    Gareb Shamus (3)
    [footnote 3: "(3) Gareb Shamus is the Operating Manager of Kicking The Can, L.L.C. and may as such be deemed to “beneficially own” the shares owned by Kicking The Can, L.L.C. Mr. Shamus, however, disclaims beneficial ownership of all such shares."]

    President, CEO and Director
    19,449,765 (4)
    [footnote 4: "(4) Includes 12,500 shares issuable upon exercise of an option for 150,000 shares of common stock, of which 12,500 have vested. The option was granted pursuant to a Nonqualified Stock Option Agreement dated May 25, 2011, the full text of which is attached as Exhibit 10.5 to the Current Report on Form 8-K/A that we filed with the Commission on May 31, 2011, and is incorporated herein by reference.]

    56.05 % [Kick the Can = 56.03% of all stock]

    There are five other shareholders with more than 5% of shares, each with more than Two Million shares. (p.38)

    “Common Stock. As of June 23, 2011, there were 34,687,735 shares of our Common Stock issued and outstanding held by approximately 42 beneficial owners.” (p.40)

    Balance sheets at the end… I don’t have the training or patience to scan this…

    Pro Forma loss of -$1,747,774, whatever that means.

    The above report contains JPGs of the convention incorporation papers.

  6. jacob goddard says:

    That stupid magazine put the artform back by decades. Can’t we all agree it was a grave mistake that we should all stop talking about?

  7. Dennis V. says:

    That “stupid magazine” probably helped more than it hurt anything back in the day and I hardly think it hurt the “artform.” So, no, I don’t agree that Wizard mag was any sort of “grave mistake.”

  8. Wizard was a fun magazine…Lots of great people worked there that I still consider friends and for its time, it was a celebration of our medium…a very mainstream one…like people magazine was for the entertainment industry.

    When Rob Samsel [ R.I.P. buddy] was head writer there, the magazine had an edge and sarcasm that I really enjoyed each month. Did I agree with their choices and picks? 80% no…but It still was a place where once in a while I enjoyed an article , or pointed out some work I enjoyed. You have to remember, the magazine itself introduced comics to a lot of people outside our field…and was one of the few comic magazines available at most newstands.

    When Gareb and crew asked me to help them form BLACKBULL comics, we did a lot of things right and to this day , I am really happy loooking back on titles like Just a Pilgrim, Gatecrasher, Beautiful Killer, New West and others.

    It’s very easy to focus on the bad and be a downer, but I like to look at things more positive.

  9. having been there for a short time. most public corporations and their boards are not allowed to sell stock for a certain amount of time. i am believe it is simply a time that gareb wants to start cashing out. simple business.

  10. Torsten Adair says:

    The only problem… the stock last traded at $0.75 (not a bad price for a penny stock) on April 4, 2011.

    While it is possible for Shamus to sell his stock, it is unlikely he will find a buyer. (If he has control of the bulk of Kick The Can’s shares.)

  11. Justin Payne says:

    Does this mean we’ll all finally get reimbursed for our subscriptions we paid for?

  12. skyhawk says:

    While Wizard (in the early days) had it’s good points. CBG will always be #1.

  13. Man, cut the guy a break. Gareb is a good guy. I remember meeting him way back thru a place in Bucks County called Interprint which was to print the first issues of Wizard. He helped a lot of pros and the company and magazine broke a lot of ground developing new exposure routes as comics have grown into a steady mass market industry. This is propably just a business move. Why is everybody so bloody negative anymore?

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