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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 26, 1996
ALL-COMM MEDIA CORPORATION
400 Corporate Pointe, Suite 780
Culver City, California 90230
(310) 342-2800
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Nevada 0-16730 88-0085608
(State of Incorporation) (Commission File No.) (IRS Id. No.)
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Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
The Company and certain of its securityholders have agreed, conditioned
on the closing of the Company's proposed underwritten public offering (the
"Offering"), to effect a recapitalization of the Company's capital stock,
whereby: (i) the Company's Series B Convertible Preferred Stock, par value $.01
per share (the "Series B Preferred Stock"), will be converted, in accordance
with its terms without the payment of additional consideration, into 2,480,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"); (ii) the Company's Series C Convertible Preferred Stock, par value $.01
per share (the "Series C Preferred Stock") will be repurchased for $1.0 million
from the proceeds of the Offering; (iii) all accrued dividends on the Series B
Preferred Stock and the Series C Preferred Stock will be converted into 28,130
shares of Common Stock (assuming conversion on December 16, 1996 at $5 per
share); (iv) warrants related to the Series C Preferred Stock, currently
exercisable for 3,000,000 shares of Common Stock, will be exchanged for 600,000
shares of Common Stock; (v) agreements with certain of the Company's
securityholders to issue, upon consummation of the Offering, warrants
exercisable for 1,038,503 shares of Common Stock in consideration for such
securityholders' agreement to certain lock-up arrangements will be rescinded at
no cost to the Company; and (vi) options held by two of the Company's principal
executive officers to purchase 300,000 shares of common stock will be cancelled
at no cost to the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
The following exhibits are filed herewith:
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*10.1 Form of Series B Conversion Agreement
*10.2 Form of Warrant Cancellation Agreement
*10.3 Form of Series C Repurchase and Exchange
Agreement
*10.4 Form of Option Cancellation Agreement
**10.5 Press Release dated November 26, 1996
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* Incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form SB-2 filed on November 26, 1996.
** Filed herewith.
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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 thereunto duly authorized.
ALL-COMM MEDIA CORPORATION
(Registrant)
Date: November 26, 1996 By: /s/ Scott Anderson
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Scott Anderson
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description Page
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10.1 Form of Series B Conversion Agreement *
10.2 Form of Warrant Cancellation Agreement *
10.3 Form of Series C Repurchase and Exchange
Agreement *
10.4 Form of Option Cancellation Agreement *
10.5 Press Release dated November 26, 1996 5
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* Incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form SB-2 filed on November 26, 1996.
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Exhibit 10.5
For Further Information:
All-Comm Media Corporation The P.L. Thomas Group
400 Corporate Pointe, #780 2 North Riverside Plaza, #1760
Culver City, CA 90230 Chicago, IL 60606
(310) 342-2800 (312) 906-8060
CONTACT: Barry Peters/ CONTACT: Andy Keller
E. William Savage
FOR IMMEDIATE RELEASE
ALL-COMM MEDIA ADDS NEW LEAD UNDERWRITER,
INCREASES SIZE OF PROPOSED COMMON STOCK OFFERING AND
ANNOUNCES RELATED RECAPITALIZATION
CULVER CITY, CA, NOVEMBER 26, 1996 -- All-Comm Media Corporation
(Nasdaq: ALCM) announced today that it had filed an amendment with the SEC to
add a new lead underwriter and increase the size of its proposed common stock
offering, and announced plans for a related recapitalization.
Cruttenden Roth Incorporated will act as the lead manager for the
proposed public offering. LT Lawrence & Co., Inc. will remain as a co-manager
for the offering, according to Barry Peters, the Company's Chairman and Chief
Executive Officer.
The size of the underwritten offering has been increased to
2,100,000 shares (from 1,500,000 shares) of common stock, of which 1,750,000
shares are being offered by the Company and 350,000 shares are being offered by
selling stockholders. Certain stockholders and the Company will also make shares
available at the option of the underwriters to cover over-allotments, if any.
The Company and certain of its securityholders have agreed,
conditioned on the closing of the underwritten offering, to a recapitalization
of the Company's capital stock, whereby: (i) the Company's Series B Preferred
Stock will be converted, in accordance with its terms without the payment of
additional consideration, into 2,480,000 shares of common stock; (ii) the
Company's Series C Preferred Stock will be repurchased for $1 million; (iii) all
accrued dividends on the Series B and Series C Preferred Stock will be converted
into 28,130 shares of common stock (assuming conversion on December 16, 1996);
(iv) warrants related to the Series C Preferred Stock, exercisable for 3,000,000
shares of common stock, will be exchanged for 600,000 shares of common stock;
(v) agreements to issue warrants
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exercisable for 1,038,503 shares of common stock will be rescinded at no cost to
the Company; and (vi) options held by two of the Company's principal executive
officers to purchase 300,000 shares of common stock will be canceled at no cost
to the Company.
Separately and not related to the underwriting, an additional
1,386,056 shares are being registered on behalf of certain stockholders, none of
whom are officers or directors of the Company, for possible resale on a delayed
basis in either privately negotiated transactions or through brokers or dealers
or on the over-the-counter market. However, 1,291,588 of such shares will be
subject to "lock-up" provisions that prohibit the resale of such shares for a
minimum of nine months from the completion of the underwritten offering. Any
offerings related to the registration statement, if made, will be made only by
means of a prospectus.
All-Comm Media Corporation provides database management services,
custom telemarketing/telefundraising services and other direct marketing
services to a diverse group of approximately 600 clients located throughout the
United States. The Company operates through its wholly owned subsidiaries Metro
Services Group, Inc. and Stephen Dunn & Associates.
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A registration statement relating to these securities has been
filed with the securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This
announcement shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
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