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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2000
ENTERTAINMENT BOULEVARD, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-28327 980182797
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
12910 Culver Boulevard, Suite I
Los Angles, California 90066
(310) 578-5404
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(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 30, 2000, Entertainment Boulevard, Inc., a Nevada corporation
("ENT"), and FMiTV Networks, Inc., a Delaware corporation ("FMiTV"), entered
into a management services agreement (the "Management Services Agreement")
whereby FMiTV agreed to render certain management services for ENT's properties
including its website. FMiTV operates an online entertainment network of
websites. Under the Management Services Agreement, FMiTV will establish and
operate, subject to ENT's approval, a distinct channel (the "ENT Channel") on
its website WWW.FMITV.COM which utilizes ENT's content. ENT has granted to FMiTV
an exclusive right to utilize ENT's content and intellectual property in
connection with the ENT Channel during the term of the Management Services
Agreement. FMiTV will also promote and provide data and systems services for the
ENT Channel. Furthermore, FMiTV shall have the right, subject to ENT's approval,
to renegotiate ENT's material contracts and to enter into new content and
distribution alliances on behalf of ENT.
In exchange for providing the management services referred to above, ENT
will issue shares of preferred stock to FMiTV equal to at least twenty (20%)
percent of its outstanding shares of common stock. Also as part of the
management fee, FMiTV shall be entitled to, after deduction of certain
expenses, fifty (50%) percent of net revenues generated by the ENT Channel
with the remaining 50% going to ENT.
ENT has the option, for a period of 18 months after the date of the
Management Services Agreement, to purchase up to 400,000 shares of common
stock of FMiTV at $5.00 per share. FMiTV has a right of first refusal with
respect to any proposed sale of the ENT Channel during the term of the
Management Services Agreement.
The Management Services Agreement has a term of 2 years, unless
terminated earlier by the parties. FMiTV has the option to extend the term
for an additional year if the gross revenues generated in year two of the
Management Services Agreement exceed $5,000,000. Either party may terminate
in the event: (i) first year gross revenues generated by the ENT Channel are
less than $2,500,000, (ii) the other party materially breaches the Management
Services Agreement, or (iii) the other party becomes subject to one of the
bankruptcy conditions specified in the Management Services Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
10.1 Management Services Agreement between Entertainment Boulevard,
Inc. and FmiTV Networks, Inc. dated October 30, 2000.
SIGNATURES
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 hereunto duly authorized.
ENTERTAINMENT BOULEVARD, INC.
DATE: November 2, 2000 By: /s/ Paul Sullivan
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Paul Sullivan
Chief Financial Officer
and Secretary (Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Management Services Agreement between Entertainment Boulevard,
Inc. and FmiTV Networks, Inc. dated October 30, 2000.
