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) July 22, 1999
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PRINCETON VIDEO IMAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 000-23415 22-3062052
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
15 Princess Road, Lawrenceville, New Jersey 08648
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 912-9400
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(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On July 22, 1999 the Registrant issued the following press
release relating to an agreement with CanWest Global Communications
Corporation:
"PRINCETON VIDEO IMAGE, INC. AND CANWEST GLOBAL COMMUNICATIONS,
CANADA'S PREMIER PRIVATE BROADCASTER,
SIGN TWO-YEAR AGREEMENT
"--Agreement Spans NFL and Syndicated Programming--
"Lawrenceville, NJ, July 22, 1999 - Princeton Video Image,
Inc. (NASDAQ: PVII, www.pvi-inc.com), the world leader in virtual
advertising and imaging solutions for television, and CanWest
Global Communications Corporation (NYSE: CWG and TSE: CGS.S and
CGS.A), Canada's premier private broadcaster, today announced
they have signed a two-year agreement. Under the terms of the
agreement, CanWest Global Communications will use PVI's Live
Video Insertion System (L-VIS(TM)) to insert electronic images
into live sports events and entertainment programming, including
Canadian telecasts of NFL games. As part of the agreement,
Princeton Video Image will install one of PVI's L-VIS systems in
Global's studios. Terms of the deal were not disclosed.
"Global successfully used PVI's L-VIS system earlier this
year during Super Bowl XXXIII working with clients such as
General Motors, Pfizer, and National Car Rental.
"Dennis Wilkinson, President and Chief Executive Officer of
Princeton Video Image said, 'We are pleased that CanWest Global
has expanded its use of our technology to include insertions in
entertainment programming as well as virtual advertising for its
broadcasts of the entire NFL season and other sporting events.
The Canadian television advertising marketplace is estimated to
be $2 billion. This agreement with CanWest Global provides us
with ways to further enhance our visibility in the international
marketplace while providing us with significant opportunities to
grow our revenues.'
"Mr. Wilkinson added, 'This agreement with CanWest Global
highlights our strategy of fostering new relationships, both
domestically and internationally, while simultaneously building
upon our successes with current clients.'
"'We're excited about the value and effectiveness of PVI's
image insertion technology, and we are extremely optimistic about
the new opportunities this agreement will create for Global
Television and our clients,' said Ken Johnson, Vice President of
Sales for Global Television Network.
"CanWest Global Communications Corp. is an international
media company. In Canada, CanWest owns and operates the Global
Television Network and Global Prime Cable Network, as well as
CanWest Entertainment, Fireworks Entertainment Inc., a production
and distribution company, and Seven Arts International.
Internationally, CanWest owns and operates New Zealand's TV3 and
TV4 Television Networks, the More FM Radio Network and CanWest
Entertainment International. The Company also has significant
investments in Canada's WIC Western International Communications,
Australia's TEN Television Network, the Republic of Ireland's TV3
Television Network, and Northern Ireland's Ulster Television.
"Princeton Video Image, Inc. has developed and is marketing
a real-time video insertion system that, through patented pattern
recognition technology, places computer-generated electronic
images into television broadcasts of sporting events as well as
other programming. These electronic images range from simple
corporate names and logos to sophisticated 3-D images and
animated effects. PVI has provided video insertion services for
nearly 1,000 live telecasts worldwide, including broadcasts of
Major League Baseball, National League Football, professional
soccer, motorsports, and other live events. The Company is
headquartered in Lawrenceville, New Jersey, with offices in New
York City and Brussels, with Licensee's offices in Mexico City
and Johannesburg.
"Any statements contained in this press release that relate to
future plans, events or performance are forward-looking
statements that involve risks and uncertainties including, but
not limited to, those relating to market acceptance, dependence
on strategic partners and third party sales, contractual
restraints on use of PVI's technology, a rapidly changing
commercial and technological environment, competition, possible
adverse regulations, need for additional financing, intellectual
property rights and litigation, and other risks identified in
PVI's filings with the Securities and Exchange Commission. Actual
results, events or performance may differ materially. PVI
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof to reflect
the occurrence of unanticipated events."
# # #
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The following Exhibit is furnished in accordance with
the provisions of Item 601 of Regulation S-B.
10.1* Letter Agreement, dated July 19, 1999, between the
Registrant and CanWest Global Communications
Corporation.
* Confidential treatment has been sought with respect to
certain portions of this document.
<PAGE>
SIGNATURE
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.
Princeton Video Image, Inc.
By: /s/ Lawrence Epstein
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Lawrence Epstein,
Vice President of Finance
and Chief Financial Officer
Date: August 18, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
10.1* Letter Agreement, dated July 19, 1999, between the
Registrant and CanWest Global Communications
Corporation.
* Confidential treatment has been sought with respect to
certain portions of this document.
<PAGE>
EXHIBIT 10.1
[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN
MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN
REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
<PAGE>
[GLOBAL TELEVISION NETWORK LOGO AND LETTERHEAD]
July 19, 1999
Mr. Dennis P. Wilkinson
President & CEO
Princeton Video Image, Inc.
15 Princess Rd.
Lawrenceville, NJ 08648
Dear Dennis:
This letter will confirm the agreement of Princeton Video Image,
Inc. ("PVI") and CanWest Global Communications Corp. ("Global")
with regard to PVI providing a system developed by PVI ("PVI
System") for the real-time electronic insertion of images
("Electronic Images") into television broadcasts distributed by
Global in Canada.
PVI and Global hereby agree as follows:
1. The term of this Agreement shall be two (2) years, effective
upon delivery of the PVI System to Global's Toronto
facilities, [CONFIDENTIAL TREATMENT REQUESTED].
2. The PVI System shall consist of one (1) L-VIS II, vision-based,
single-logo, single output system with software. Initial training
shall be provided free-of-charge by PVI at PVI's Lawrenceville,
New Jersey office.
3. In consideration for the system to be provided, Global shall
pay PVI [CONFIDENTIAL TREATMENT REQUESTED] of all Net
Advertising Revenue generated through the use of the PVI
System with the exception of NFL Programming and Global's
use of the technology in on-air promotion spots. Global
shall pay PVI the sum of [CONFIDENTIAL TREATMENT REQUESTED]
for each on-air promo spot created either for a client or
for Global's use. Global shall pay PVI [CONFIDENTIAL
TREATMENT REQUESTED] of all Net Advertising Revenue through
the use of the PVI System in NFL programming. "Net
Advertising Revenue" means all advertising charges, net of
agency commissions, discounts associated with the use of
Electronic Images or any other services provided by PVI.
Beginning with the fourth month of this Agreement, Global
will pay PVI no less than [CONFIDENTIAL TREATMENT REQUESTED]
per month. All payments due under this Agreement shall be
payable in Canadian dollars to PVI within 30 days of invoice
of all Net Advertising Revenue. However, upon payment,
Global's payments to PVI shall be transferred in US dollars,
based on the exchange rate published in the Wall Street
Journal on the last business day prior to the month for
which payment is due. Each payment shall be accompanied by
a statement showing the sales of Electronic Images, the
amount of Net Advertising Revenue generated by such sales,
net revenue due to PVI through on-air promotional spots and
the payment due to PVI on such sales and spots. Payments
not paid when due shall bear simple interest at the rate of
one percent (1%) per month until paid. Global shall keep
complete and accurate records pertaining to the sale of
Electronic Images in sufficient detail to permit
confirmation of the accuracy of payment calculations by PVI.
<PAGE>
4. PVI agrees it will grant Global exclusivity for the use of
the PVI System for post-production originating in Canada, in
all programs that are broadcast in Canada, excluding sports,
during the first 180 days of this Agreement.
5. Global shall not be liable for non-resident withholding
taxes where applicable. Notwithstanding the foregoing, in
the event Global shall be obligated by the laws of the
Territory to declare and withhold income taxes from moneys
payable to PVI hereunder, Global shall furnish to PVI the
details of the amount of tax which shall have been withheld
for the applicable calendar year, the rate of tax with
respect thereto and any other necessary information which
may be required to enable PVI to apply to obtain income tax
credit from the United States Internal Revenue Service for
the tax so withheld. In addition, upon written request,
Global shall execute such further documents as may be
required to enable PVI to complete its application for such
credit.
6. Global acknowledges that it does not have or gain any right,
title or other proprietary interest in any of PVI's patent
rights, copyrights, trade names, service marks, trade
secrets and confidential information relating to the PVI
System as a result of this agreement.
7. Neither party may assign any of its rights or duties under
this agreement to any third party. This agreement may not
be modified except in writing signed by or on behalf of both
parties.
8. Global agrees to announce this Agreement to the press
subject to mutual agreement on the content of the
announcement with PVI.
9. PVI represents and warrants that it has all necessary
intellectual property rights that are necessary to enter
into this Agreement and provide the PVI System.
10. The rights and obligations of Global and PVI shall be
governed by and construed in accordance with the laws of the
State of New Jersey.
If these terms are acceptable to you, please sign the enclosed
copy of this letter and return it to me. Upon your execution of
this agreement, this agreement shall become binding on both
parties.
Agreed to and accepted this
___day of July, 1999;
CanWest Global Communications Corp. Princeton Video Image, Inc.
/s/ Ken Johnson /s/ Dennis P. Wilkinson
By:_________________________ By:________________________
Ken Johnson Dennis P. Wilkinson
VP, Sales & Marketing President & CEO
