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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997:
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to __________
Commission File No. 000-22877
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@ Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1487156
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Commercial Plaza, Hartford, Connecticut 06103-3585
(Address of registrant's principal executive offices, including zip code)
(860) 549-1674
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock Nasdaq National Market
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Indicate by check mark (X) whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K /X/
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days prior to the date of filing. (See definition of
affiliate in Rule 405.)
$154,434,000
The number of shares outstanding of @ Entertainment, Inc.'s common stock
as of December 31, 1997, was:
Common Stock 33,310,000
As of March 25, 1998, the aggregate market value of the shares of common
stock of the registrant outstanding was $466,340,000. This figure is based
on the closing price by the Nasdaq National Market for a share of the
registrant's common stock on March 25, 1998, which was $14.00 as reported in
the Wall Street Journal on March 26, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE:
None.
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@ENTERTAINMENT, INC.
Form 10-K/A
TABLE OF CONTENTS
PAGE NO.
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COVER PAGE.......................................................1
TABLE OF CONTENTS................................................2
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.............................3
SIGNATURES.......................................................4
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PART IV
@Entertainment, Inc. hereby amends its Annual Report on Form 10-K for
the year ended December 31, 1997 to include as Exhibit 10.1 the Commercial
Cooperation Agreement between Wizja TV Sp. z o.o and Philips Business
Electronics BV and Philips Polska Sp. z o.o.
As so amended, Item 14 reads as follows in its entirety:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
3.1 Certificate of Incorporation of @Entertainment, Inc. (1)
3.2 By-Laws of @Entertainment, Inc. (2)
*10.1 Commercial Cooperation Agreement between Wizja TV Sp. z o.o and
Philips Business Electronics BV and Philips Polska Sp. z o.o.(3)
11 Statement re Computation of per share earnings(4)
21 Subsidiaries of the Company
27 Financial Data schedule
</TABLE>
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<S> <C>
* Filed herewith
(1) Incorporated by reference into this document from Exhibits filed
with Registration Statement on Form S-1, Registration No. 333-29869.
(2) Incorporated by reference into this document from Exhibits filed
with Registration Statement on Form S-1, Registration No. 333-29869.
(3) Pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934,
as amended, confidential treatment has been requested on certain
portions of the exhibit and the omitted portions of the exhibit have
been filed with the Securities and Exchange Commission under
separate cover.
(4) See Note 15 to the Notes to Consolidated Financial Statements
contained in this Form 10-K.
</TABLE>
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: August 7, 1998 @Entertainment, Inc.
By: /s/ ROBERT E. FOWLER, III
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Robert E. Fowler, III
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ROBERT E. FOWLER, III Chief Executive Officer and Director August 7, 1998
- ------------------------ (Principal Executive Officer)
Robert E. Fowler, III
/s/DONALD MILLER-JONES Chief Financial Officer August 7, 1998
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Donald Miller-Jones Accounting Officer)
/s/DAVID T. CHASE Director August 7, 1998
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David T. Chase
/s/ARNOLD L. CHASE Director August 7, 1998
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Arnold L. Chase
/s/DAVID CHANCE Director August 7, 1998
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David Chance
Director August 7, 1998
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Samuel Chisholm
Director August 7, 1998
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Agnieszka Holland
/s/SCOTT A. LANPHERE Director August 7, 1998
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Scott A. Lanphere
Director August 7, 1998
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Jerry Z. Swirski
4
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EXHIBIT 10.1
Wizja TV Sp z o.o.
("WTV")
and
Philips Business Electronics BV
("PBE")
and
Philips Polska Sp z o.o.
("PPS")
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COMMERCIAL COOPERATION AGREEMENT
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[*** CONFIDENTIAL TREATMENT REQUESTED; OMITTED
PORTIONS FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
CONFIDENTIAL
