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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 1999
Planet Hollywood International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-28230 59-3283783
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
8669 Commodity Circle
Orlando, FL 32819
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (407) 363-7827
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Item 5. Other Events
Planet Hollywood International, Inc. ("PHL") has amended certain
agreements it has with Keith Barish, a member of PHL's Board of Directors,
to reflect a revised plan of distribution for shares of PHL to be sold by
Mr. Barish pursuant to either an effective Form S-3 Registration Statement
or Rule 144 under the Securities Act of 1933 (the "Securities Act"). A
revised prospectus will be filed pursuant to Rule 424(b)(3) under the
Securities Act to reflect the changes to the plan of distribution.
The agreements were filed as exhibits to the Registration
Statement filed on January 13, 1999. Copies of the amendments signed by
PHL on February 23, 1999, are attached hereto as Exhibit 99.1 and Exhibit
99.2 and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Amendment to the Registration Rights
Agreement dated November 6, 1998, as
amended January 19, 1999 and February
23, 1999
99.2 Amendment to the Lock-up Letter dated
November 6, 1998, as amended December
14, 1998, January 19, 1999 and February
23, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Planet Hollywood International, Inc.,
By: /s/ Scott E. Johnson
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Senior Vice President, General Counsel
and Secretary
February 23, 1999
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Amendment to the Registration Rights Agreement dated
November 6, 1998, as amended January 19, 1999 and February
23, 1999
99.2 Amendment to the Lock-up Letter dated November 6, 1998, as
amended December 14, 1998, January 19, 1999 and February 23,
1999
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Exhibit 99.1
February 23, 1999
Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819
Dear Sirs:
Reference is made to the Registration Rights Agreement dated
November 6, 1998, as amended January 19, 1999 (the "Agreement"), between
you and the undersigned, attached hereto as Exhibit A.
This letter amendment sets forth your and our agreement to amend
the Agreement. Accordingly, the Agreement is hereby amended as follows:
Paragraph 2(b) is replaced in its entirety with the
following:
(b) (i) Subject to clause (ii) below, Holders shall dispose
of all Shares pursuant to the Shelf Registration Statement
in one transaction or a series of transactions with
NationsBanc Montgomery Securities LLC ("NMS"), which may (x)
as agent for such Holders, place any or all of the Shares in
privately negotiated, off-exchange transactions with
purchasers who are identified by either NMS or such Holders
to the Company in advance of such disposition as set forth
in clause (iv) below and only with a purchaser who shall be
a Permitted Transferee (as defined below), (y) as agent for
such Holders, facilitate exchange transactions with any
purchaser; provided, however, that the price terms of such
exchange transactions are subject to the Company's approval
as set forth in clause (iv) below, and (z) purchase any
remaining Shares as principal for its own account, which
Shares NMS may resell in exchange or off-exchange
transactions without any further restriction hereunder or
under the Shelf Registration Statement; provided, however,
that the price terms of such sales of any remaining Shares
to NMS as principal shall be subject to the Company's
approval as set forth in clause (iv) below (all transactions
with NMS pursuant to (x), (y) and (z) together, the "NMS
Placement"); provided, however, that all transactions
comprising the NMS Placement must be consummated
substantially simultaneously
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and must account for the sale of all 10,000,000 Shares.
(ii) In the event the NMS Placement is not consummated, then
Holders shall dispose of Shares only in privately
negotiated, off-exchange transactions of at least 250,000
shares per transaction with purchasers who are identified by
the selling Holder to the Company in advance of such
disposition as set forth in clause (iv) below and only to a
purchaser who shall be a Permitted Transferee (as defined
below).
(iii) A "Permitted Transferee" shall mean any "accredited
investor" of the type described in Rule 501(a)(1) (other
than a broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934 (the "Exchange Act")),
(2), (3) or (7) that is approved in writing in advance by
the Company's Chief Operating Officer as set forth below,
other than (i) a person who is primarily engaged in a
business that is directly competitive with any of the
businesses of the Company and (ii) a person who, after
giving effect to such prospective purchase of Shares, would
beneficially own more than 30% of the Company's then
outstanding voting common stock. Notwithstanding the
foregoing definition, nothing in this Section 2(b) shall
preclude a Holder from utilizing the services of NMS in
connection with the NMS Placement or any broker or dealer
registered pursuant to Section 15 of the Exchange Act
(including NMS) to facilitate the disposition of Shares to a
Permitted Transferee in a privately negotiated transaction
in the event that the NMS Placement is not consummated.
(iv) In connection with any proposed disposition of Shares
pursuant to the NMS Placement or by a Holder pursuant to the
Shelf Registration Statement as contemplated by clause
(b)(ii) above, NMS or such Holder, as applicable, shall
notify the Company on any Business Day in a writing (which
may be by facsimile) addressed to the Company's Chief
Operating Officer and the Company's General Counsel of (I)
in the case that a Holder is selling Shares in any
transaction for which there is a minimum share requirement,
the number of shares involved in the proposed transaction,
(II) in the case of a privately
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negotiated transaction, the identity of the proposed
purchaser; provided, however, that if the proposed
disposition of Shares is to a purchaser that is listed on
Annex A attached hereto, as such Annex may from time to time
be amended by the parties, such proposed purchaser shall
automatically be deemed to be approved by the Chief
Operating Officer with no notice required to be given by the
Holder to the Company's Chief Operating Officer and General
Counsel, and (III) in the case of a proposed exchange
transaction or a proposed sale of Shares to NMS as principal
as part of the NMS Placement, the price terms of the
proposed transaction. The Company's Chief Operating Officer,
acting in good faith, shall notify NMS or such Holder, as
applicable, not later than the close of business (New York
time) on the Business Day next succeeding the day on which
notice is duly given to the Company, whether such proposed
purchaser or price terms, as applicable, are approved, and
if not approved, setting forth the reasonable basis upon
which approval was withheld. Failure to so notify within the
required time period shall constitute the approval of such
proposed purchaser or price terms, as applicable.
(v) If, in the case of a privately negotiated, off-exchange
transaction with a purchaser other than NMS either as part
of or separate from the NMS Placement, the Company's Chief
Operating Officer shall have disapproved of a proposed
purchaser or purchasers (that otherwise meet the criteria
for a Permitted Transferee) which disapproval or
disapprovals relate in the aggregate to the proposed sale of
2,000,000 Shares, the Seller shall have the unilateral
right, by giving written notice to the Company, to
immediately terminate this Agreement and the Lock-up Letter,
dated November 6, 1998, as amended December 14, 1998,
January 19, 1999, and February 23, 1999, between the Company
and the Seller (which will entitle the Company to withdraw
the Shelf Registration Statement), whereupon the Seller
shall be entitled to dispose of any shares of Common Stock
in any manner otherwise permitted by applicable law.
This amendment may be executed in counterparts, each of which
will be deemed an original, but all of which taken together will constitute
one and the same instrument.
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Except as herein amended, the Agreement shall otherwise remain in
full force and effect.
This letter amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without
reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this letter amendment as of the 23rd day of February, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
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Name:
Title:
Keith Barish
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Exhibit 99.2
February 23, 1999
Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819
Dear Sirs:
Reference is made to the Lock-Up Letter dated November 6, 1998,
as amended December 14, 1998 and January 19, 1999 (the "Letter"), between
you and the undersigned, attached hereto as Exhibit A.
This letter amendment sets forth your and our agreement to amend
the Letter. Accordingly, the Letter is hereby amended as follows:
Subparagraph (ii) is replaced in its entirety with the following:
(ii) The restriction in this agreement shall not apply to
the transfer of, and the undersigned shall be entitled to
transfer, in one or several transactions, up to 1,000,000
shares of Common Stock in reliance on the exemption from the
registration requirements of the Securities Act provided by
Rule 144 (a "144 Transaction"); provided, however, that (A)
such 144 Transaction shall be effected only in the manner
described in Section 2(b)(ii)-(v) of the Registration Rights
Agreement dated November 6, 1998, as amended on January 19,
1999 and February 23, 1999, including obtaining the prior
approval in writing of the Company's Chief Operating Officer
of any prospective purchaser, and shall be made only in
compliance with the internal rules of the Company concerning
the sale of Common Stock by affiliates; provided, however,
that any rejection by the Chief Operating Officer of any
prospective purchaser hereunder shall count toward the
aggregate number of shares that may be the subject of
transactions rejected by the Chief Operating Officer before
the undersigned's termination rights are triggered pursuant
to Section 2(b)(v) of the Registration Rights Agreement; and
provided, however, that in
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the case that NationsBanc Montgomery Securities LLC ("NMS")
is able to consummate the NMS Placement as defined and
described in Section 2(b)(i) of the Registration Rights
Agreement, NMS may also effect such 144 Transaction by
facilitating sales through privately negotiated,
off-exchange transactions in blocks of at least 50,000
shares to purchasers who have been approved by the Chief
Operating Officer as described above, and (B) such 144
Transaction shall only be permitted concurrently with or
after the sale of all the shares of Common Stock covered by
the registration statement filed with the Commission
pursuant to the Registration Rights Agreement; and
The following paragraph is added to the Letter as a new
subparagraph (iv):
(iv) The undersigned agrees to use his best efforts to
deliver to the Company within 30 days after this amendment
certificates evidencing all shares of Common Stock owned of
record by the undersigned that are not eligible to be sold
pursuant to the Shelf Registration Statement or a 144 Transaction
for the purpose of permitting the Company to insert a legend on
such certificates describing the restrictions set forth in the
Letter. The Company agrees, upon the expiration of restrictions
in the Letter with respect to any shares and at the request of
the undersigned, to promptly issue new certificates evidencing
such shares that do not contain any such restrictive legend.
This amendment may be executed in counterparts, each of which
will be deemed an original, but all of which taken together will constitute
one and the same instrument.
Except as herein amended, the Letter shall otherwise remain in
full force and effect.
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This letter amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without
reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this letter amendment as of the 23rd day of February, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
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Name:
Title:
- ----------------------------
Keith Barish
