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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): October 18, 1999
TEAM COMMUNICATIONS GROUP, INC.
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(Exact name of registrant as specified in charter)
California 95-4053296
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
12300 Wilshire Boulevard, Suite 400, Los Angeles, California 90025
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 442-3500
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 18, 1999 Team Communications Group, Inc. (the "Registrant")
completed the acquisition of Dandelion Distribution Ltd. ("Dandelion"), a United
Kingdom company. The agreement, which was effective as of October 1, 1999,
provided for the acquisition of Dandelion, a privately held entity owned by its
founder Noel Cronin, for a purchase price equal to $2,500,000 in cash and
386,847 shares of the Registrant's common stock. If the Shares do not have a
market value of $3,000,000 on October 1, 2000, the Registrant will be required
to pay an additional $250,000.
Dandelion was founded in the late 1970's and is a leading independent
United Kingdom television and distribution company. Dandelion has over 2,500
hours of television programming in its library.
As part of the transaction, the Registrant entered into an employment
agreement with Mr. Cronin calling for his continued services to Dandelion for
three years beginning as of October 1, 1999 for base compensation of 140,00
pounds sterling. John Clutton has also agreed to serve as a Sales Director for a
three year tem beginning as of October 1, 1999 for base compensation of 90,000
pounds sterling.
The financing for the transaction was provided by internally generated
funds and from interim bridge loans which the Company has obtained over the past
several months.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements for the Business Acquired. The financial
statements for Dandelion are incorporated by reference to the Registration
Statement on Form SB-2 (File No. 333-89323) filed with the Securities and
Exchange Commission on October 19, 1999.
(b) Proforma Financial Statements The proforma financial statements
relating to the acquisition are incorporated by reference to the Registration
Statement on Form SB-2 (File No. 333-89323) filed with the Securities and
Exchange Commission on October 19, 1999.
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EXHIBITS.
Exhibit Description
1. Definitive Share Purchase Agreement, dated as of October 1, 1999 by
and between Team Communications Group, Inc., Noel Cronin and Dandelion
Distribution Ltd. (incorporated by reference to Exhibit 10.11 to the
Registration Statement on Form SB-2 (File No. 333-89323) filed with the
Securities and Exchange Commission on October 19, 1999).
2. Escrow Agreements relating to the Dandelion Acquisition Agreement
(incorporated by reference to Exhibit 10.12 to the Registration Statement on
Form SB-2 (File No. 333-89323) filed with the Securities and Exchange Commission
on October 19, 1999).
3. Employment Agreement with Noel Cronin (incorporated by reference to
Exhibit 10.13 to the Registration Statement on Form SB-2 (File No. 333-89323)
filed with the Securities and Exchange Commission on October 19, 1999).
4. Employment Agreement with John Clutton (incorporated by reference to
Exhibit 10.14 to the Registration Statement on Form SB-2 (File No. 333-89323)
filed with the Securities and Exchange Commission on October 19, 1999).
5. Financial Exhibits - See item 7 above.
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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 thereunto duly authorized.
SIGNATURES
TEAM COMMUNICATIONS GROUP, INC.
Date: October 20, 1999 By: /s/ DREW S. LEVIN
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Drew S. Levin
Its: Chairman of the Board and CEO
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