UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUNGARIAN BROADCASTING CORP.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
445539109
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(CUSIP Number)
Ronald Scott Moss, Esq.
445 Park Avenue, 15th Floor
New York, New York 10022
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(Name, Address and Telephone No. of Person
Authorized to Receive Notices and Communications)
January 5, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
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<TABLE>
<S> <C>
1. Name of Reporting Person Offer Assis
S.S. or I.R.S.
Identification No. of Above Person N/A
2. Check the Appropriate Box If A Member Of A Group* (a) [ ] (b) [X]
3.
SEC Use Only
4. Source of Funds* OO
5. Check Box If Disclosure Of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e). [ ]
6. Citizenship Or Place Of Organization Israeli
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. Sole Voting Power 3,300,000 Common Stock*
8. Shared Voting Power 0 Common Stock
9. Sole Dispositive Power 2,300,000 Common Stock
10. Shared Dispositive Power 2,800,000 Common Stock
11. Aggregate Amount Beneficially Owned By Each
Reporting Person 3,300,000 Common Stock*
12. Check Box If The Aggregate Amount In Row (11)
Excludes Certain Shares* [ ]
13. Percent Of Class Represented By Amount In Row (11) 30.17% Common Stock
14. Type Of Reporting Person* IN
</TABLE>
One million shares of such stock is in escrow. See Item 4.
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock ("Shares") of Hungarian
Broadcasting Corp. ("HBC" or the "Issuer"). The Issuer's principal executive
office is located at 445 Park Avenue, 15th Floor, New York, New York 10022.
Item 2. Identity and Background
(a) Name of Reporting Person: Offer Assis
(b) Business Address: 445 Park Avenue, 15th Floor
New York, New York 10022
(c) Occupation President and Chief Executive
Officer of the Issuer
445 Park Avenue, 15th Floor
New York, New York 10022
(d)-(e) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Israeli
Item 3. Source and Amount of Funds or Other Consideration
On January 5, 1998, Mr. Offer Assis ("Assis") purchased 300,000 Shares in a
private transaction pursuant to an agreement dated December 17, 1997 with Peter
E. Klenner ("Klenner"), the founder and previous President and Chief Executive
Officer of the Issuer, a copy of which is filed as Exhibit A hereto (the
"December 17 Agreement"). Assis used $2,250,000 of capital borrowed from Shafrir
Family Trust ("Shafrir") to fund the purchase of such shares at a price of $7.50
per share. The loan agreement between Assis and Shafrir is filed herewith as
Exhibit B. Subsequently, pursuant to a Reorganization Agreement (the
"Reorganization Agreement") among HBC, Global Television Networks, Inc.
("Global"), a Delaware corporation and Offer Assis, Shai Bar-Lavi, Shlomo Kot
and Frederick E. Smithline individually, Assis exchanged his shares of common
stock in Global for 2,000,000 additional Shares. The Reorganization Agreement is
filed herewith as Exhibit C.
Assis presently expects to finance any and all other purchases of Shares or
other equity securities of the Issuer pursuant to any of the transactions
described in response to Item 4 below, if and when any such purchase occurs,
with personal capital. Assis does not presently intend to borrow funds
specifically for the purpose of providing any portion of the funds needed to
consummate any such purchase.
<PAGE>
Item 4. Purpose of Transaction
All of the Shares which are the subject of this report were acquired for the
purpose of acquiring a controlling interest in Hungarian Broadcasting Corp.
(a), (b), (d)
Pursuant to the Reorganization Agreement, HBC acquired all of the outstanding
shares of Global in exchange for 3.75 million shares of HBC's Common Stock, 1.25
million of which are to held in escrow and delivered only upon Global meeting
certain performance measures.
Pursuant to the December 17 Agreement, Klenner agreed to vote his remaining
shares for an HBC Board of Directors consisting of Assis and his designees, and
Assis agreed to vote for Klenner as Chairman of the Board so long as Klenner
continues to own a minimum of 200,000 Shares.
In addition, pursuant to the December 17 Agreement, Klenner granted Assis a call
option on Klenner's remaining 300,000 Shares, exercisable within 12 months from
the date of the December 17 Agreement at a price equal to the greater of $7.50
per Share or the five day average "bid and asked" trading price of the Shares,
and Assis granted Klenner a put option for 100,000 of such 300,000 Shares at a
price of $7.50 in the event HBC completed an equity offering for a minimum of $2
million (the "Put Option").
Pursuant to the Reorganization Agreement, 1.25 million Shares were placed in
escrow, with 1 million Shares to be released to Assis upon the occurrence of any
of the following events:
(i) the average annual earnings of Global over
the five full fiscal years following the
date of the Reorganization Agreement is at
least $1.00 million pre-tax per year as
certified by HBC's auditors;
(ii) HBC's Common Stock trades an average closing
price of $10.00 per share for at least 20
consecutive trading days in any month;
(iii) HBC's auditors certify in any fiscal year
that Global's cumulative net pre-tax
earnings since the date of the
Reorganization Agreement is at least $5
million;
(iv) HBC's net income is a minimum of $0.50 per share
in any fiscal year; or (v) Global is sold for a
minimum of $10 million.
<PAGE>
(c), (e), (f), (g), (h), (i), and (j)
N/A
Item 5. Interest in Securities of the Issuer
(a) 2,300,000 Shares (30.17%) as a result of the purchase of 300,000 Shares
pursuant to the December 17 Agreement and 2 million Shares pursuant to the
Reorganization Agreement
(b) Common Stock
(i) Sole power to vote or direct the vote of 3,300,000 shares of Common
Stock.
(ii) Shared power to vote or direct the vote of 0 shares of Common
Stock.
(iii) Sole power to dispose or direct the disposition of 2,300,000
shares of Common Stock.
(iv) Shared power to dispose or direct the disposition of 0 shares of
Common Stock.
(c) See responses to Items 3 and 4 above.
(d) Not Applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the December 17 Agreement, Klenner agreed to continue consulting
with HBC on all significant operating matters.
Pursuant to the December 17 Agreement, Klenner also agreed to vote his remaining
shares for an HBC Board of Directors consisting of Assis and his designees, and
Assis agreed to vote for Klenner as Chairman of the Board so long as Klenner
continues to own a minimum of 200,000 Shares. Mr. Assis, Shai Bar Lavi,
Frederick E. Smithline and Ami Shafrir were elected to the Board, expanding the
number of directors to six, Messrs. Shafrir and Smithline being independent
directors.
In addition, pursuant to the December 17 Agreement, Klenner granted Assis a call
option on Klenner's remaining 300,000 Shares, exercisable within 12 months from
the date of the December 17 Agreement at a price equal to the greater of $7.50
per Share or the five day average "bid and asked" trading price of the Shares,
and Assis granted Klenner a put option for 100,000 of such 300,000 Shares at a
price of $7.50 in the event HBC completed an equity offering for a minimum of $2
million.
<PAGE>
Pursuant to the Reorganization Agreement, 1.25 million Shares were placed in
escrow, with 1 million Shares to be released to Assis upon the occurrence of any
of the following events:
(i) the average annual earnings of Global over
the five full fiscal years following the
date of the Reorganization Agreement is at
least $1.00 million pre-tax per year as
certified by HBC's auditors;
(ii) HBC's Common Stock trades an average closing
price of $10.00 per share for at least 20
consecutive trading days in any month;
(iii) HBC's auditors certify in any fiscal year
that Global's cumulative net pre-tax
earnings since the date of the
Reorganization Agreement is at least $5
million;
(iv) HBC's net income is a minimum of $0.50 per share
in any fiscal year; or (v) Global is sold for a
minimum of $10 million.
Item 7. Materials to be Filed as Exhibits
Exhibit A - Agreement dated December 17, 1997 between Offer Assis and
Peter E. Klenner*
Exhibit B - Loan Agreement between Offer Assis and Shafrir Family Trust (to be
filed by amendment)**
Exhibit C - Reorganization Agreement among HBC, Global Television
Networks, Inc. and Offer Assis, Shai Bar-Lavi, Shlomo Kot and Frederick
E. Smithline individually*
* Filed with Report on Form 8-K of Hungarian Broadcasting Corp.
dated January 5, 1998
** To be filed by amendment
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/OFFER ASSIS
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Offer Assis
Dated: January 10, 1998
