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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number 001-13187
Clearview Cinema Group, Inc.
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(Name of small business issuer in its charter)
Delaware 22-3338356
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
97 Main Street, Chatham, New Jersey 07928
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (973) 377-4646
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, $.01 par value American Stock Exchange
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Securities registered under Section 12(g) of the Exchange Act:
None
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No .
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation
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S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $17,261,977.
The aggregate market value of the voting and nonvoting common equity of
the issuer held by non-affiliates computed by reference to the price at which
the common equity was sold as of March 23, 1998 was:
$20,140,610.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,227,879 shares of Common
Stock, $.01 par value, as of March 23, 1998.
Transitional Small Business Disclosure Form (check one):
Yes No X
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This Amendment to the Annual Report on Form 10-KSB filed on March 31,
1998 ("Form 10-KSB") relates solely to the information contained in Items 9-12
of Part III of the Form 10-KSB. The Form 10-KSB is hereby amended as follows:
Items 9-12 of Part III of the Form 10-KSB are restated in their entirety as set
forth below.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
Under the Company's Amended and Restated Certificate and Amended and
Restated By-laws, the members of the Board of Directors are divided into two
groups; one group is elected by the holders of the Common Stock (the "Common
Directors") and the other group is elected by the holders of the Class A
Preferred Stock (the "Preferred Directors"). Further, the Common Directors are
divided into three classes, with the classes as nearly equal in the number of
directors as possible. At each annual meeting of stockholders, Common Directors
will be elected for three-year terms to succeed the Common Directors of the
class whose terms are expiring. Preferred Directors will be elected for one-year
terms.
Set forth below is certain information as of March 31, 1998 concerning
the Company's directors and executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
A. Dale Mayo 56 Chairman of the Board, President, Chief Executive Officer
and Director
Paul Kay 57 Senior Vice President - Operations
Craig L. Zeltner 47 Vice President - Film and President - Cinema Services
Division
Sueanne Hall Mayo 51 Vice President - Management Information Systems, Assistant
Secretary and Director
Joan M. Romine 46 Treasurer and Chief Financial Officer
Robert D. Lister 29 General Counsel and Secretary
Wayne L. Clevenger 54 Director
Robert G. Davidoff 70 Director
Philip M. Getter 61 Director
Brett E. Marks 35 Director
Denis Newman 67 Director
</TABLE>
A. DALE MAYO has been the Chairman of the Board, President and Chief
Executive Officer and a director of the Company since its incorporation. He was
the president of Clearview Cinema Corp. from 1987 to 1993. Mr. Mayo is a member
of the Foundation of Motion Picture Pioneers and the Motion Picture Club. He is
married to Sueanne Hall Mayo. Mr. Mayo is a Class III Common Director, with a
term expiring in 2000.
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PAUL KAY was appointed Senior Vice President-Operations on February 23,
1998 and had been the Vice President--Operations of the Company since its
incorporation. He was the vice president and general manager of Clearview Cinema
Corp. from 1987 to 1993.
CRAIG ZELTNER was appointed Vice President-Film and President of the
Company's Cinema Services Division on February 23, 1998. Prior to joining
Clearview, Mr. Zeltner had been President of Cinema Services, Inc., an
independent film buying service, for more than five years.
SUEANNE HALL MAYO has been the Vice President--Management Information
Systems and Assistant Secretary of the Company since 1997 and a director since
its incorporation. She joined the Company upon its incorporation as its Vice
President-Finance and Treasurer. Ms. Mayo was the treasurer of Clearview Cinema
Corp. from 1987 to 1993. She is married to A. Dale Mayo. Ms. Mayo is a Class II
Common Director, with a term expiring in 1999.
JOAN M. ROMINE has been the Treasurer and Chief Financial Officer of
the Company since 1997. Prior to joining the Company in 1996 as its Controller,
she was the controller of Magic Cinemas, L.L.C. from 1995 through 1996 and
controller, treasurer and secretary of Hanita Cutting Tools, Inc., a U.S.
subsidiary of an international metalworking company, from 1988 through 1995.
ROBERT D. LISTER has been the General Counsel and Secretary of the
Company since March 1998. From September 1993 through March 1996, Mr. Lister was
an associate attorney with Kelley Drye & Warren, a New York law firm, and served
as associate general counsel of Merit Behavioral Care Corporation, a behavioral
healthcare company, from March 1996 until his employment by the Company.
WAYNE L. CLEVENGER has been a director of the Company since 1996. He
has been a managing director of MidMark Advisors, Inc., the general partner of
MidMark Equity Partners, L.P., since 1994 and a managing director of MidMark
Associates, Inc., the general partner of MidMark Capital, L.P., a small business
investment company registered with the Small Business Administration, since
1994. Mr. Clevenger has been a managing director of MidMark Management, Inc., a
private investment management company, since 1989. Mr. Clevenger is a Preferred
Director.
ROBERT G. DAVIDOFF has been a director of the Company since 1994. He is
a managing director of Carl Marks & Co., Inc., a general partner of CMNY Capital
II, L.P., a small business investment company registered with the Small Business
Administration, and a vice president of CMCO, Inc., a New York corporation,
since 1982. Mr. Davidoff also serves on the boards of directors of Marisa
Christina, Inc., Rex Stores, Inc., Hubco Exploration, Inc., SIDARI Corp., Consco
Enterprises, Inc., Paging Partners Corp. and Audio Network Communications, Inc.
Mr. Davidoff is a Class II Common Director, with a term expiring in 1999.
PHILIP M. GETTER has been a director of the Company since October 1997.
He has been Managing Director of Prime Charter Ltd., an investment banking firm,
since April 1996. Mr.
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Getter is a member of the League of American Theater Owners and Producers. Mr.
Getter is a Class III Common Director, with a term expiring in 2000.
BRETT E. MARKS has been a director of the Company since its
incorporation and was its Vice President--Development from such date to 1997. He
has been an executive vice president of First New York Realty Co., Inc., a
realty brokerage firm specializing in commercial leasing and investment sales,
since 1987, and the president of Marks Capital Management, a real estate
management company, since 1989. Mr. Marks is a Class I Common Director, with a
term expiring in 1998.
DENIS NEWMAN has been a director of the Company since 1996. He has been
a managing director of MidMark Advisors, Inc., the general partner of MidMark
Equity Partners, L.P., since 1994; a managing director of MidMark Associates,
Inc., the general partner of MidMark Capital, L.P., since 1994; and a managing
director of MidMark Management, Inc. since 1989. Mr. Newman also serves on the
board of directors of First Brands Corporation. Mr. Newman is a Preferred
Director.
DIRECTOR COMPENSATION
The Company does not currently compensate its directors or reimburse
them, as such, for their expenses incurred in connection with attendance at
Board of Directors' meetings and has no current plans to change this policy.
MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended December 31, 1997 ("Fiscal 1997"), the
Board of Directors met on one occasion and acted by unanimous written consent
fourteen times. The Board has an Audit Committee, but no standing compensation
or nominating committees.
The members of the Audit Committee are Messrs. A. Dale Mayo, Robert G.
Davidoff and Philip M. Getter. The Audit Committee reviews matters relating to
the quality of financial reporting and internal accounting controls and the
nature, extent and results of the audits by the Company's independent auditors,
and maintains communications between the Company's auditors and the Board of
Directors. The Audit Committee was formed in October 1997. The Audit Committee
held no meetings in Fiscal 1997, and last met April 15, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers and any persons beneficially holding more than ten
percent of Common Stock are required to report their ownership of the Common
Stock and any changes in that ownership to the SEC and the American Stock
Exchange. Specific due dates for these reports have been established and the
Company is required to report in this proxy statement any failure to file by
these dates. During the year ended December 31, 1997, all of these filing
requirements were satisfied. In making these statements, the Company has relied
on copies of the reports that its executive officers and directors have filed
with the SEC.
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth compensation information for each of the two
fiscal years ended December 31, 1997 for the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
---------------------------------------- -------------
SECURITIES ALL OTHER
NAME AND OTHER ANNUAL UNDERLYING COMPENSATION
PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS (3) ($)
- ------------------------- ---- ---------- --------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
A. Dale Mayo (2) 1997 120,000 104,500 -- 50,000 --
Chairman of the Board, 1996 99,167 37,371 -- -- --
Chief Executive Officer
and President
</TABLE>
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(1) No other officer earned more than $100,000 in total annual salary and bonus
for any of the three fiscal years ended December 31, 1997.
(2) Since May 29, 1996, Mr. Mayo's compensation has been determined in
accordance with his employment agreement (as described below). Prior to that
date, Mr. Mayo's annual compensation was equal to 2% of the first $5,000,000
in gross revenues of the Company, plus 1% of gross revenues in excess of
$5,000,000.
(3) Options granted pursuant to the Company's 1997 Stock Incentive Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information with respect to stock options
granted to Mr. Mayo in Fiscal 1997 under the Company's 1997 Stock Incentive
Plan. The options listed below are included in the Summary Compensation Table
above.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES % OF TOTAL OPTIONS
UNDERLYING OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED(1) IN FISCAL YEAR PRICE($/SH) DATE
---- -------------------- -------------------- ------------- -----------
<S> <C> <C> <C> <C>
A. Dale Mayo 50,000 40.8% $8.00 8/18/2007
</TABLE>
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(1) The options were granted under the Company's 1997 Stock Incentive Plan. The
exercise price of the options was set at 100% of the fair market value of
the shares on the date of grant. The options have a ten-year term and become
exercisable over four years from the date of grant in installments of 5,000,
12,500, 15,000 and 17,500 shares, respectively, subject to earlier vesting
or termination in certain circumstances. In the event of a change in control
(as defined in the 1997 Stock Incentive Plan), options become fully
exercisable. The options will remain exercisable for one year following a
termination of employment by reason of death, disability or retirement but
will expire on the date of termination by any other reason. The exercise
price may be paid by delivery of cash or shares owned for more than six
months, and income tax obligations related to exercise may be satisfied by
surrender of shares received upon exercise, subject to certain conditions.
FISCAL YEAR END OPTION VALUE
The table below sets forth information with respect to the number of
unexercised options held by Mr. Mayo on December 31, 1997 on a pre-tax basis:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE(1) OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 12/31/97 AT 12/31/97
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
A. Dale Mayo -0-/50,000 $-0-/162,500
</TABLE>
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(1) Computed as the difference between the aggregate fair market value of the
shares subject to the options on December 31, 1997, based on the closing
price of the Common Stock on that date, and the aggregate exercise price of
the options.
EMPLOYMENT AGREEMENTS
Pursuant to an Employment Agreement by and between the Company and Mr. Mayo
dated May 29, 1996 (the "Mayo Employment Agreement"), Mr. Mayo has agreed to
serve as Chairman of the Board, President and Chief Executive Officer of the
Company. As compensation, Mr. Mayo is to receive an annual base salary of not
less than $120,000, plus an annual bonus equal to one percent of the Company's
gross revenues in excess of $7,000,000; provided, however, that such total
compensation may not exceed $750,000 in any one year. The initial term of the
Mayo Employment Agreement expires on May 29, 2003. Thereafter, the term of the
Mayo Employment Agreement will be automatically extended for successive one-year
periods ending on May 29, unless terminated by either party upon at least six
months' advance notice. The Mayo Employment Agreement also provides that, for a
period of three years after its termination, Mr. Mayo may not, directly or
indirectly, engage, have a financial interest in or become interested in any
other businesses similar to or in competition with the Company within a 50-mile
radius of any theater owned or operated by the Company as of the date of that
termination.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of the Common Stock
as of April 27, 1998 by each beneficial owner of more than 5% of the outstanding
Common Stock, director, nominee for director and by all directors and executive
officers as a group. All of the Class A Preferred Stock is owned by MidMark.
Unless otherwise indicated, the holders of all shares shown in the table have
sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
----------------------
NAME AND ADDRESS (1) AMOUNT PERCENT
-------------------- --------- -------
<S> <C> <C>
A. Dale Mayo(2)...................................... 801,879 36.0%
MidMark Capital, L.P.(3)............................. 527,400 19.6%
Emerson Cinema, Inc.(2)(4)........................... 208,200 9.3%
CMNY Capital II, L.P.(5)............................. 184,080 8.3%
Wayne L. Clevenger(3)(6)............................. 527,400 19.6%
Robert G. Davidoff(5)(7)............................. 216,000 9.7%
Philip M. Getter(8).................................. -- --
Brett E. Marks(2)(9)................................. 117,600 5.3%
Sueanne Hall Mayo(10)................................ -- --
Denis Newman(3)(6)................................... 527,400 19.6%
All directors and executive officers as a group (11
persons)........................................... 1,545,279 69.4%
</TABLE>
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* Less than 1%
(1) The address of each person set forth above is 97 Main Street, Chatham, New
Jersey 07928, except as otherwise noted.
(2) Mr. Mayo owns directly 318,000 shares of Common Stock. The other 483,879
shares are owned by other stockholders of the Company, including Emerson
Cinema, Inc. and Mr. Marks, subject to voting trust agreements for which
Mr. Mayo is the trustee. Under those agreements, Mr. Mayo has the right to
exercise all voting rights with respect to those shares for a period of 20
years or until they are sold in a public offering under the United States
Securities Act of 1933, as amended (the "Securities Act") or in accordance
with Rule 144 under the Securities Act.
(3) The address for MidMark and Messrs. Clevenger and Newman is c/o MidMark
Associates, 466 Southern Boulevard, Chatham, New Jersey. MidMark
beneficially owns 527,400 shares of Common Stock by means of its ownership
of 779 shares of Class A Preferred Stock, which represent all of the
outstanding shares of Class A Preferred Stock, and are convertible into
467,400 shares of Common Stock, and 60,000 shares of Common Stock.
(4) The address for Emerson Cinema, Inc. is c/o Roxbury Cinemas, Inc., Route
10, Succasunna, New Jersey 07054.
(5) The address for CMNY and Mr. Davidoff is c/o Carl Marks & Co., Inc., 135
East 57th Street, New York, New York 10022.
(6) Comprises the shares owned by MidMark. Both Mr. Clevenger and Mr. Newman
disclaim beneficial ownership of the shares of Common Stock beneficially
owned by MidMark.
(7) Includes 184,080 shares owned by CMNY and 15,960 shares owned by CMCO. Mr.
Davidoff disclaims beneficial ownership of the shares of Common Stock
beneficially owned by either CMNY or CMCO.
(8) The address for Philip M. Getter is 810 Seventh Avenue, 9(th) Floor, New
York, New York 10019.
(9) The address for Mr. Marks is c/o First New York Realty Co. Inc., 310
Madison Avenue, New York, New York 10017.
(10) Ms. Mayo disclaims beneficial ownership of all the shares beneficially
owned by Mr. Mayo.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to a Contribution and Exchange Agreement dated December 21, 1994,
the Company issued to Mr. Mayo and Mr. Marks 330,000 and 120,000 shares of
Common Stock, respectively, in exchange for (i) all of the outstanding shares of
capital stock of Clearview Theater Group, Inc., CCC Madison Triple Cinema Corp.,
CCC Chester Twin Cinema Corporation and CCC Manasquan Cinema Corporation
(collectively, the "Subsidiaries") and (ii) promissory notes of certain
Subsidiaries with an aggregate principal amount of $250,000. The principal
assets of the Subsidiaries were the leases for the movie theaters in
Bernardsville, Chester, Madison and Manasquan, New Jersey and the related
leasehold improvements and equipment. Concurrently with that contribution and
pursuant to an Investment and Stockholders Agreement dated December 21, 1994
(the "Investment Agreement"), the Company sold 150,000 shares of Common Stock to
CMNY for an aggregate purchase price of $500,000 in cash. Mr. Davidoff, a Common
Director, is a general partner of CMNY and a managing director of CMCO.
Mr. Mayo had formed CCC Chester Twin Cinema Corporation in August, 1993 to
be the lessee of the Chester Twin Theater. In September 1993, as part of the
consideration for the sale of Clearview Cinema Corp., Mayo acquired the capital
stock of Clearview Theater Group, Inc. The terms of that sale were negotiated at
arm's length between the owners of Clearview Cinema Corp. and the purchaser. In
February 1994, Mr. Mayo sold to Mr. Marks 49% of the capital stock of CCC
Madison Triple Cinema Corp. and of CCC Chester Twin Cinema Corporation for
$10,000 and $5,000, respectively. Simultaneously, Mr. Marks loaned CCC Madison
Triple Cinema Corp. $125,000 and received a promissory note in exchange. In May
1994, Mr. Mayo formed CCC Manasquan Cinema Corporation to be the lessee of the
Algonquin Theater in Manasquan, New Jersey.
No third party was retained by the Company, CMNY, Messrs. Mayo or Marks to
value the interests being exchanged by Messrs. Mayo and Marks for shares of
Common Stock or to determine the relationship between those values and the
purchase price paid by CMNY for its shares of Common Stock. The valuation to be
placed on those interests and that relationship was determined by the arm's
length negotiations between Messrs. Mayo and Marks and a representative of CMNY.
Under the Investment Agreement, CMNY has the right to sell its shares of Common
Stock to the Company for a 30-day period commencing in 2002 at a price based
upon a formula set forth therein and, if CMNY does not exercise that right, the
Company has the right to purchase those shares of Common Stock from CMNY for the
90-day period commencing after the expiration of that 30-day period at a price
based upon the same formula. CMNY and the Company terminated those rights in
connection with the Company's initial public offering closed on August 22, 1997
(the "Common Stock Offering").
As of June 1, 1997, Mr. Marks and the Company entered into a consulting and
confidentiality agreement pursuant to which Mr. Marks as a consultant will
assist the Company in the identification of possible locations for the
development of theaters and of theaters that are potential acquisition
candidates and provide other services as requested by the Company. Mr. Marks is
also an executive vice president of First New York. To the extent, if any, that
Mr. Marks identifies any person who is interested in leasing a site to the
Company in his capacity as an employee of First New York and the Company
determines to lease that site, First New York could be entitled to a commission
from that person and Mr. Marks would then be entitled to a commission from First
New York.
In connection with the acquisition from United Artists Theater Circuit,
Inc. ("United Artists") of three theaters and the underlying real estate and the
leaseholds of two additional theaters, First New York and Mr. Marks received
commissions of $259,500 and $77,850, respectively, paid by United Artists. In
connection with the acquisition of a three-screen theater in Roslyn, New York,
Mr. Marks received a commission of approximately $10,000, paid by Mr. Levinson.
In connection with the Company's acquisition of two theaters with a total of 22
screens in Parsippany and Succasunna, New Jersey, four theaters with a total of
27 screens located in Essex County, Morris County and Monmouth County, New
Jersey, the six-screen theater in Montclair, New Jersey, and two three-screen
theaters in Manhasset and Babylon, New York, Mr. Marks received commissions of
approximately $3,500, $5,000, $2,500 and $34,200. In addition, in connection
with the Company's lease of office space in Chatham, New Jersey, Mr. Marks
received a commission of approximately $5,000. In order to formalize the
relationships among the parties, First New York, Mr. Marks and the Company
entered into an agreement on September 1, 1997. In that agreement, First New
York acknowledged that Mr. Marks, as a consultant to the Company, may from time
to time engage in activities that may, under other circumstances, result in
commissions being earned by First New York and Mr. Marks, but that the Company
has sole discretion to determine whether any such activity will result in
commissions being payable to First New York or Mr. Marks.
On August 31, 1995, CMNY, CMCO and Mr. Davidoff each purchased an 8% Note
in the principal amounts of $300,000, $50,000 and $50,000, respectively. In
connection with the sale of these 8% Notes, the Company issued each purchaser
warrants ("A/B Warrants") to purchase 75 shares, 12.5 shares and 12.5 shares of
Common Stock, respectively. On October 11, 1995, Davidoff and CMCO each
purchased an additional 8% Note in the principal amount of $50,000. In
connection with the sale of these 8% Notes, the Company issued each purchaser
A/B Warrants to purchase 12.5 shares of Common Stock. On December 13, 1996,
Davidoff and CMCO each purchased an additional 8% Note due December 13, 1998 in
the principal amount of $300,000. In connection with the sale of these 8% Notes,
the Company issued each purchaser A/B Warrants to purchase 37.5 shares of Common
Stock.
Under the Investment Agreement, CMNY acquired the right to sell to the
Company, under certain circumstances, its shares of Common Stock, and the
Company acquired the right to purchase, under certain circumstances, those same
shares (the "Put/Call Rights"). In connection with the Common Stock Offering,
CMNY and the Company terminated the Put/Call Rights and the holders of the A/B
Warrants exchanged 162.5 of the A/B Warrants for an aggregate of 66,000 shares
of Common Stock.
In October 1997, the Company repaid the 8% Notes issued during 1995 from
borrowings under the Senior Credit Facility. Pursuant to an agreement among the
Company, CMCO and Mr. Davidoff dated December 12, 1997, CMCO and Mr. Davidoff
each exchanged their 8% Notes issued in 1996 for 300 shares of Class B Preferred
Stock. In connection with this exchange, CMCO and Mr. Davidoff terminated the
remaining A/B Warrants.
The terms of the 8% Notes, the A/B Warrants and the agreements related to
the termination and exchange transactions described above were negotiated at
arm's length by Mr. Davidoff, for himself and as a representative of CMNY and
CMCO, and the Company.
Messrs. Clevenger and Newman, each a Preferred Director, are managing
directors of MidMark Associates, which is the general partner of MidMark.
MidMark acquired from the Company a total of 779 shares of Class A Preferred
Stock and two warrants (the "Preferred Warrants") to purchase a total of 471
shares of Class A Preferred Stock in two transactions in 1996. Pursuant to the
Purchase Agreements under which MidMark acquired its shares of Class A Preferred
Stock and the Preferred Warrants, MidMark acquired the right to sell to the
Company, under certain circumstances, those shares of Class A Preferred Stock or
those shares of Common Stock into which those shares were converted (the "Put
Right"). In connection with the Common Stock Offering, MidMark terminated the
Put Right in exchange for 60,000 shares of Common Stock and exchanged its
Preferred Warrants for a new Warrant ("Class A Warrant") exercisable for 282,600
shares of Common Stock.
In accordance with a Consulting Agreement between MidMark Associates and
the Company dated May 23, 1997 (the "Consulting Agreement"), MidMark Associates
will provide the Company with business and organizational strategy and financial
and investment management services for a fee equal to $60,000 per year. The
Consulting Agreement terminates on August 22, 2003, unless sooner terminated
because no officer of MidMark Associates is on the Board of Directors and the
holders of the Class A Preferred Stock are no longer entitled to vote separately
for directors.
Mr. Getter, a Common Director, is a Managing Director of Prime Charter.
Prime Charter acted as the Representative of the several underwriters
(collectively, the "Underwriters") who purchased an aggregate of 1,150,000
shares (including 150,000 shares purchased solely to cover over-allotments) of
the Common Stock in the Common Stock Offering.
Pursuant to the terms of the Underwriting Agreement between the Company and
Prime Charter dated August 18, 1997 (the "Underwriting Agreement"), the Company
paid Prime Charter on behalf of the Underwriters $736,000 for discounts and
commissions and $276,940 for additional expenses incurred by Prime Charter in
connection with the Common Stock Offering. In addition, the Company sold to
Prime Charter for nominal consideration warrants to purchase an aggregate of
100,000 shares of Common Stock (the "Underwriter Warrants"). The Underwriter
Warrants are exercisable for a four-year period commencing on August 12, 1998.
Also commencing on August 12, 1998, the Company will (i) be obligated for five
years to register, pursuant to the Securities Act, the shares of Common Stock
issued or issuable upon exercise of the Underwriter Warrants and (ii) be
obligated for seven years to include shares of Common Stock in any appropriate
registration statement which may be filed by the Company.
Prime Charter has the right to send a representative to observe each
meeting of the Board of Directors until August 2002. At Prime Charter's
election, in lieu of such representative, Prime Charter may require the Company
to use its reasonable best efforts to elect one designee of Prime Charter to the
Board of Directors for the longer of (i) two years following the consummation of
the Common Stock Offering or (ii) up to five years following consummation of the
Common Stock Offering. Mr. Getter is Prime Charter's designee on the Board of
Directors. Prime Charter and its affiliates are the beneficial owners of at
least 50% of the Underwriter Warrants and/or the underlying shares of Common
Stock.
Prior to the Common Stock Offering, there was no public market for the
Common Stock. Accordingly, the Common Stock Offering price was determined by
negotiation between the Company and Prime Charter.
All of the transactions described above were negotiated at arm's length
among the various parties thereto and the Company believes that each of these
transactions has terms that would be appropriate in a transaction between
unaffiliated parties and that are fair to the Company as a whole. It is the
policy of the Company to have any transaction with an affiliated party reviewed
and approved by the directors of the Company who have no relationship with that
party or that transaction.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CLEARVIEW CINEMA GROUP, INC.
Date: April 30, 1998 __________________________________
A. Dale Mayo
Chairman, Chief Executive Officer and
President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
________________________ Chairman, Chief Executive Officer and April 30, 1998
A. Dale Mayo President (Principal Executive Officer)
________________________ Treasurer and Chief Financial Officer April 30, 1998
Joan M. Romine (Principal Financial and Accounting Officer)
________________________ Director April 30, 1998
Wayne L. Clevenger
________________________ Director April 30, 1998
Robert G. Davidoff
________________________ Director April 30, 1998
Philip M. Getter
________________________ Director April 30, 1998
Brett E. Marks
________________________ Director April 30, 1998
Sueanne H. Mayo
________________________ Director April 30, 1998
Denis Newman
</TABLE>
7
