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FORM 8-B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TCI MUSIC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1380293
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(State of incorporation (I.R.S. Employer)
or organization) Identification No.)
5619 DTC Parkway, Englewood, Colorado 80111 80111
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
TCI Music Series A Common Stock, $.01 par value per share
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(Title of class)
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ITEM 1. GENERAL INFORMATION.
(a) TCI Music, Inc. ("TCI Music") was incorporated on January 21,
1997 pursuant to the Delaware General Corporation Law.
(b) TCI Music's fiscal year ends December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) TCI Music will become the successor to DMX Inc. ("DMX") upon
the consummation of the merger of a wholly owned subsidiary of TCI Music and
DMX (the "Merger"), expected to occur on July 11, 1997 (the "Closing"). DMX's
common stock has been registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934; however subsequent to the Closing, DMX will be a wholly
owned subsidiary of TCI Music and will file a Form 15 to deregister its common
stock.
(b) Pursuant to the Closing of the Agreement and Plan of Merger
dated February 6, 1997, as amended by Amendment One to Merger Agreement dated
May 29, 1997, by and among TCI Music, TCI Merger Sub, Inc. ("TCI Sub"), DMX and
Tele-Communications, Inc. ("TCI"), TCI Sub will merge into and with DMX, with
DMX being the surviving corporation. Upon the Closing of the Merger, each
outstanding share of common stock, $.01 par value per share, of DMX will be
converted into the right to receive (i) one-quarter share of TCI Music Series A
Common Stock, par value $.01 per share, (ii) one Right with respect to each
whole share of TCI Music Series A Common Stock and (iii) cash in lieu of
fractional shares of TCI Music Series A Common Stock and Rights. Each Right
entitles the holder to require TCI under certain circumstances to purchase from
such holder one share of TCI Music Series A Common Stock for $8.00 per share
(the equivalent of $2.00 per share of DMX Common Stock), payable at the
election of TCI, in cash or a number of shares of Series A TCI Group Common
Stock, par value $1.00 per share, having an equivalent value or a combination
thereof. The Rights will be represented by a legend on the TCI Music Series A
Common Stock issued in the Merger and are not separable from such shares of TCI
Music Series A Common Stock.
ITEM 3. SECURITIES TO BE REGISTERED.
TCI Music has authorized 295,000,000 shares of its Series A Common
Stock, of which 14,896,648 shares will be issued and outstanding as of the
Closing of the Merger. No shares are presently issued, or will be issued as of
the Closing, which are held by or for the account of TCI Music.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Securities to be registered hereby are the TCI Music Series A
Common Stock, par value $.01 per share. For a description of the TCI Music
Series A Common Stock to be registered hereunder, reference is made to the
sections entitled "Summary - The Merger," "Description of TCI Music Capital
Stock" and "Comparison of Stockholders' Rights" in the Registration Statement on
Form S-4 and Amendment No. 1 to Registration Statement on Form S-4 of TCI Music
and TCI filed with the Securities and Exchange Commission ("SEC") on June 6,
1997 and June 12, 1997, respectively (Reg. Nos. 333-28613 and 333-28613-01),
which sections are hereby incorporated by reference.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None filed herewith in accordance with Instruction (b) as to
Financial Statements.
(b) Exhibits
The following Exhibits are filed as a part of this Registration
Statement in accordance with the Instructions as to Exhibits.
1. Agreement and Plan of Merger dated as of February 6, 1997,
as amended by Amendment One dated May 29, 1997, by and among
Tele-Communications, Inc., TCI Music, Inc., TCI Merger Sub, and DMX Inc.
(Included as Appendix I in Exhibit 2 below, Proxy Statement/Prospectus.)
2. Proxy Statement/Prospectus of DMX Inc., TCI Music and
Tele-Communications, Inc.*
3. Other Exhibits.
3.1 Certificate of Incorporation of TCI Music, Inc.(1)
3.2 Bylaws of TCI Music, Inc.(2)
3.3 TCI Music Series A Common Stock Certificate.(3)
3.4 Form of Rights Agreement among
Tele-Communications, Inc., TCI Music, Inc.
and The Bank of New York, as Rights Agent.(4)
3.5 Form of Contribution Agreement between
Tele-Communications, Inc. and TCI Music,
Inc.(5)
3.6 Form of Services Agreement between
Tele-Communications, Inc. and TCI Music, Inc. (6)
3.7 Tax Sharing Agreement effective July 1, 1995,
among Tele-Communications, Inc., TCI
Communications, Inc. and certain other
subsidiaries of Tele-Communications, Inc.(7)
3.8 First Amendment to Tax Sharing Agreement
dated as of October 1995, among Tele-
Communications, Inc., TCI Communications,
Inc. and certain other subsidiaries of Tele-
Communications, Inc.(8)
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3.9 Second Amendment to Tax Sharing Agreement
dated as of December 3, 1996, among Tele-
Communications, Inc., TCI Communications,
Inc. and certain other subsidiaries of Tele-
Communications, Inc.(9)
3.10 Form of TCI Music Note.(10)
3.11 Loan and Security Agreement dated as of
February 6, 1997 (and Extension Letter).(11)
3.12 Form of TCI Music, Inc. 1997 Stock Incentive
Plan.(12)
3.13 Subsidiaries of TCI Music, Inc.(13)
3.14 Form of Proxy for Special Meeting of DMX Inc.(14)
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*Incorporated by reference to Registration Statement on Form S-4 and
Amendment No. 1 to Registration Statement on Form S-4 of TCI and TCI Music
(Reg. File Nos. 333-28613 and 333-28613-01), filed with the SEC on June 6, 1997
and June 12, 1997, respectively.
(1)Incorporated by reference to Exhibit 3.1 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(2)Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(3)Incorporated by reference to Exhibit 4.1 to Amendment One to Registration
Statement on Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and
333-28613-01) filed with the SEC on June 12, 1997.
(4)Incorporated by reference to Exhibit 4.3 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(5)Incorporated by reference to Exhibit 10.1 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(6)Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(7)Incorporated by reference to the Registration Statement on Form 10 of TCI
Satellite, Inc. filed with the SEC on November 15, 1996 (Reg. File No.
0-21317).
(8)Incorporated by reference to the Registration Statement on Form 10 of TCI
Satellite, Inc. filed with the SEC on November 15, 1996 (Reg. File No.
0-21317).
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(9)Incorporated by reference to Exhibit 10.35 of the Annual Report on Form 10-K
of TCI Satellite, Inc. for the year ended December 31, 1996 (Reg. File No.
0-21317).
(10)Incorporated by reference to Exhibit 10.6 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(11)Incorporated by reference to Exhibit 10.7 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(12)Incorporated by reference to Exhibit 10.8 to Amendment One to Registration
Statement on Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and
333-28613-01) filed with the SEC on June 12, 1997.
(13)Incorporated by reference to Exhibit 21 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
(14)Incorporated by reference to Exhibit 99.1 to the Registration Statement on
Form S-4 of TCI and TCI Music (Reg. File Nos. 333-28613 and 333-28613-01) filed
with the SEC on June 6, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
TCI MUSIC, INC.
(Registrant)
Date: July 9, 1997 By: /s/ DAVID B. KOFF
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Name: David B. Koff
Title: President and Chief Executive Officer
