Securities and Exchange Commission
WASHINGTON, D.C. 20549
FORM 10-Q/A
__X__QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
_____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995 For the transition period
from _____ to _____
Commission file number 0-6265
MULTIMEDIA, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0173540
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
305 South Main Street, Greenville, South Carolina 29601
- ------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 298-4373
Indicate by check mark 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 require-
ments for the past 90 days.
Yes X No
--- ---
The number of shares outstanding for each of the issuer's classes of common
stock, as of June 30, 1995:
Common Stock, $.10 par value
37,865,078 shares outstanding
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits:
10.6.5. 1995 Amendment to Contract for Services. Portions of this
exhibit have been omitted and are the subject of a request
made to the United States Securities and Exchange
Commission for confidential treatment.
10.23. Form of Multimedia, Inc. Management Committee Employment
Contract by and between the Registrant and each of its
Executive Officers.*
11. Computation of Primary and Fully Diluted Earnings per
Share.*
15. Independent accountants' report re unaudited interim
financial information.*
19. Report to Shareholders for the quarter ended June 30, 1995.*
27. Financial Data Schedule.*
* Filed with the original report on Form 10-Q for the
quarterly period ended June 30, 1995.
(b) Reports on Form 8-K.
Items reported on Form 8-K dated July 24, 1995.
Item 5. Other Events.
<PAGE>
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.
Multimedia, Inc.
-------------------------------------
(Registrant)
September 28, 1995 SIGNATURE APPEARS HERE
------------------------ --------------------------------------
(Date) Robert E. Hamby, Jr.
Senior Vice President
Finance & Administration
Chief Financial Officer
September 28, 1995 SIGNATURE APPEARS HERE
------------------------ -------------------------------------
(Date) Frederick G. Lohman
Vice President - Controller
EXHIBIT 10.6.5
OPTION AGREEMENT
THIS AGREEMENT is entered into by and between Multimedia
Entertainment, Inc. ("Multimedia") and Phillip J. Donahue
("Donahue").
WHEREAS, by 1994 Amendment to Contract for Services, Multi-
media agreed to offer Donahue the right to buy a [DELETION*]
interest in the equity of The Talk Channel, now known as
"NewsTalk Television", (referred to herein as the "NewsTalk
Channel" or the "Channel") [DELETION*]
; and
WHEREAS, such rights are made contingent upon the submission
by Multimedia of a term sheet and are further conditioned as
follows:
Such rights shall expire if written notice of Donahue's
intent to exercise such option shall not be given
within thirty (30) days following the submission of a
term sheet setting forth the terms offered other poten-
tial investors.
[DELETION*]
and
WHEREAS, Multimedia has suspended its efforts to secure
other investors for the NewsTalk Channel and has not conveyed its
assets or business to a separate legal entity, however, Multime-
dia has agreed with Donahue to eliminate the above quoted contin-
gency and conditions and in lieu thereof to grant to Donahue an
unconditional option to acquire a [DELETION*] equity
interest in the NewsTalk Channel at such time as the assets and
business of the NewsTalk Channel shall be conveyed and trans-
ferred to a separate legal entity, including an interest in any
earlier sale or disposition of the NewsTalk Channel as hereinaf-
ter provided.
NOW, THEREFORE, it is agreed that:
1. In lieu of the above quoted provisions of the 1994
Amendment to the contract for services between the parties,
Multimedia grants to Donahue, an option to buy a [DELETION*]
equity interest in the assets and business of the
NewsTalk Channel when and if such assets and business are placed
in a separate legal entity and, in connection therewith, it is
agreed that:
a. Multimedia agrees that, unless the NewsTalk Chan-
nel is earlier sold or disposed of, it will place
* The deleted material is deemed confidential commercial or financial
information by Multimedia, Inc. and has been filed separately with
the United States Securities and Exchange Commission.
<PAGE>
the assets and business of the Channel in a sepa-
rate legal entity no later than [DELETION*] .
b. Multimedia shall retain complete discretion as to
the type and all terms and provisions of the legal
entity which may be formed to own and operate the
NewsTalk Channel. Upon such transfer, all tangi-
ble and intangible assets of Multimedia being used
directly in the business of the Channel, and all
licenses, leases and contracts directly used in
the business of the Channel will be transferred to
such legal entity. All liabilities of the Channel
at such time will be transferred to and assumed by
such legal entity, provided that Donahue shall not
be required to assume personal responsibility for
any such liability.
2. In the event that Multimedia sells or disposes of the
Channel prior to the establishment of a separate legal entity as
aforesaid, then Donahue shall be entitled to receive [DELETION*]
of the net proceeds to Multimedia of any such sale or
disposition, so as to give Donahue the same economic benefits
from any such sale or disposition, as he would have received had
he been a ** equity owner, provided, that if the Channel is
disposed for consideration other than cash, then Multimedia
reserves the right to pay Donahue cash, in an amount agreed to by
the parties as equivalent to the value of the property Donahue
otherwise would have received, in satisfaction and cancellation
of Donahue's rights under this Agreement. If for any reason the
parties shall be unable to reach agreement on such amount, the
amount shall be determined by arbitration pursuant to the rules
and regulations of the American Arbitration Association and by a
single arbitrator appointed by such association.
3. Donahue agrees to pay Multimedia, as the purchase price
of the ** equity interest in The Newstalk Channel, an aggregate
of $ [DELETION*] , payable within 30 days of notice to Donahue that
the Newstalk Channel has been placed in a separate legal entity,
pursuant to Section 1 above or that Multimedia has agreed to sell
or dispose of The Newstalk Channel pursuant to Section 2 above.
In the event that the capital requirements of the Channel exceed
$ [DELETION*] , then Donahue will be required to pay ** of such
excess, within 30 days of call by Multimedia or by the separate
legal entity then conducting the business of the Channel, in
order to maintain his right to a ** equity interest as provided
in 1 and 2 above; however, if Donahue elects not to pay ** of
such excess, then Donahue's right to an equity interest shall be
reduced or diluted accordingly. If at the time of a sale or
disposition of the Channel by Multimedia, Donahue has not paid
the full amounts for which he is obligated under this Section 3,
then any unpaid amounts shall be charged against Donahue's share
of the amount resulting from of such sale or disposition.
* The deleted material is deemed confidential commercial or financial
information by Multimedia, Inc. and has been filed separately with
the United States Securities and Exchange Commission.
** [DELETION*] 2
<PAGE>
4. This Agreement shall not constitute a partnership
between the parties. Donahue shall not be allocated, for income
tax purposes, any part of the income, loss, or other income tax
items of the Channel's business, unless and until a separate
legal entity is formed and a direct equity interest in such
entity transferred to Donahue.
5. Until Multimedia places the assets and business of the
Channel in a separate legal entity, all net revenues of the
Channel, if any, shall be used for the capital requirements of
the Channel and no distribution of net revenues shall be made to
Multimedia or to Donahue.
6. Until the assets of The Newstalk Channel have been
placed in a separate legal entity and Donahue purchases a **
equity interest in such entity, this Agreement shall survive any
sale, merger, consolidation, or any other business combination
involving Multimedia and shall be fully assignable by Multimedia
in connection therewith. Donahue shall not be entitled to assign
the option or other rights granted to him hereunder prior to the
purchase of an equity interest in such separate legal entity
except with Multimedia's written consent, which consent shall not
unreasonably be withheld.
7. The terms of this Agreement shall supersede Section 5
of the parties' 1994 Amendment to Contract for Services and such
Section shall have no further force or effect.
IN WITNESS WHEREOF, this Agreement is executed this 3RD day
of MAY , 1995.
Multimedia Entertainment, Inc.
By:/s/Robert E. Hamby, Jr.
-------------------------------
/s/ Phillip J. Donahue
----------------------------------
Phillip J. Donahue
* The deleted material is deemed confidential commercial or financial
information by Multimedia, Inc. and has been filed separately with the
United States Securities and Exchange Commission.
** [DELETION*] 3
