SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MDI ENTERTAINMENT, INC.
(Name of Issuer)
COMMON STOCK, par value $0.001 per share
(Title of Class of Securities)
55268S109
(CUSIP Number)
Barbara C. Anderson, Esq.
eLot, Inc.
301 Merritt Corporate Park
Norwalk, Connecticut 06851
(203) 840-8630
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 1, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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 containing 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).
Page 1 of 10 Pages
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SCHEDULE 13D
CUSIP No. 55268S109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
eLot, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7. SOLE VOTING POWER
NUMBER OF 1,000,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,000,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.77%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 2 of 10 Pages
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of MDI
Entertainment, Inc. (the "Company"). The Company has indicated on its Annual
Report on Form 10-K for its fiscal year ended May 31, 2000 that the Common Stock
has been registered pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended. The Company's principal executive offices are located at 201
Ann Street, Hartford, Connecticut 06130.
On November 1, 2000, eLot acquired 444 shares of the Company's Series B
Preferred Stock (the "Preferred Stock"), which is convertible into 444,444
shares of the Company's Common Stock, and a Warrant (the "Warrant") to purchase
555,556 shares of the Company's Common Stock.
Item 2. Identity and Background
This Schedule 13D is filed by eLot, Inc. ("eLot" or the "Reporting
Person").
eLot, a corporation incorporated under the laws of the Commonwealth of
Virginia, has its principal offices at 301 Merritt Corporate Park, Norwalk,
Connecticut 06851.
The names, addressees, citizenships and principal occupations or
employments of the directors and executive officers of eLot are set forth in
Annex A attached hereto.
Neither the Reporting Person, nor, to the best knowledge of the Reporting
Person, any other person identified on Annex A during the past five years was
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the shares in exchange for 1,000,000 shares
of its own common stock.
Item 4. Purpose of Transaction
The purpose of the Reporting Person's acquisition of the issuer's
securities was to form the strategic alliance to develop internet lottery web
sites and market eLot's products and to allow the parties to the strategic
alliance to invest in each other.
Other than as set forth above, the Reporting Person does not have any
present plans or proposals which relate to or would result in any of the matters
set forth in Sections (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer
(a) eLot is the beneficial owner of 1,000,000 shares of Common Stock,
representing approximately 8.77% of the class of securities. eLot has a right to
acquire 444,444 of these shares upon conversion of the Preferred Stock and
555,556 upon exercise of the Warrant.
(b) eLot has sole power to vote and dispose of the 1,000,000 shares
beneficially owned by it.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
On November 1, 2000, eLot and the Company entered into a Stock Exchange
Agree-
Page 4 of 10 Pages
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ment (the "Stock Exchange Agreement") pursuant to which eLot exchanged 1,000,000
shares of its common stock for the Preferred Stock and the Warrant. Each share
of Preferred Stock is convertible at the holder's option into 1,001 shares of
the Company's Common Stock, subject to customary anti-dilution provisions, and
will automatically convert into 1,001 shares of the Company's Common Stock on
November 1, 2001. The Warrant is exercisable for 555,556 shares of the Company's
Common Stock, subject to customary anti-dilution provisions, at an exercise
price of $3.50 per share of Common Stock. The Warrant expires on November 1,
2003. eLot and the Company also entered into Registration Rights Agreements
pursuant to which eLot granted the Company rights to have registered under the
Securities Act of 1933 (the "Securities Act") the shares of eLot common stock
acquired by the Company pursuant to the Stock Exchange Agreement, and the
Company granted eLot rights to have registered under the Securities Act the
shares of the Company's Common Stock acquired upon conversion of the Preferred
Stock or upon exercise of the Warrant. eLot and the Company also entered into a
Strategic Alliance Agreement, dated as of November 1, 2000, pursuant to which
the parties agreed that a subsidiary of eLot and the Company would form a joint
venture and the Company would market certain products of eLot in return for
commission compensation from eLot.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Stock Exchange Agreement, dated November 1, 2000, by and
between MDI Entertainment, Inc. and eLot, Inc.
Exhibit 2 - Warrant, dated November 1, 2000, issued by MDI Entertainment,
Inc. to eLot, Inc.
Exhibit 3 - Certificate of Description and Designation of Series B
Preferred Stock.
Exhibit 4 - Registration Rights Agreement, dated November 1, 2000, by and
between MDI Entertainment, Inc. and eLot, Inc.
Exhibit 5 - Registration Rights Agreement, dated November 1, 2000, by and
between eLot, Inc. and MDI Entertainment, Inc.
Exhibit 6 - Strategic Alliance Agreement, dated as of November 1, 2000, by
and between MDI Entertainment, Inc. and eLot, Inc.
Page 5 of 10 pages
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SIGNATURES
The undersigned certifies that, after reasonable inquiry and to the best of
her knowledge and belief, the information set forth in the Schedule 13D is true,
complete and correct.
eLot, Inc.
By: /s/ Barbara Anderson
---------------------------------------------
Name: Barbara Anderson
Title: Senior Vice President, Law and
Administration and Secretary
Dated: November 8, 2000
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ANNEX A
Executive Officers and Directors of eLot, Inc.
(1) NAME: Richard J. Fernandes
RESIDENCE OR BUSINESS ADDRESS: Webloyalty.com
101 Merritt 7 Corporate Park
Norwalk, CT 06851
PRINCIPAL OCCUPATION Webloyalty.com
101 Merritt 7 Corporate Park
Norwalk, CT 06851
(a) Name:
(b) Address:
(c) Title: Chief Executive Officer
CITIZENSHIP: USA
(2) NAME: Philip Gunn
RESIDENCE OR BUSINESS ADDRESS: Growth Capital Partners, Inc.
520 Madison Avenue
40th Floor
New York, New York 10022
PRINCIPAL OCCUPATION
(a) Name: Growth Capital Partners, Inc.
(b) Address: 520 Madison Avenue
40th Floor
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: USA
(3) NAME: John P. Hectus
RESIDENCE OR BUSINESS ADDRESS: 3897 Moreuo Drive
Palm Harbor, Florida 34685
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PRINCIPAL OCCUPATION
(a) Name: Retired
(b) Address: N/A
(c) Title: N/A
CITIZENSHIP: USA
(4) NAME: Stanley J. Kabala
RESIDENCE OR BUSINESS ADDRESS: 336 Moorings Line Drive
Naples, Florida 34102
PRINCIPAL OCCUPATION
(a) Name: eLot, Inc.
(b) Address: 301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
(c) Title: Chairman of the Board
CITIZENSHIP: USA
(5) NAME: Jerry M. Seslowe
RESIDENCE OR BUSINESS ADDRESS: Resource Holdings, Inc.
520 Madison Avenue
New York, New York 10022
PRINCIPAL OCCUPATION
(a) Name: Resource Holdings, Inc.
(b) Address: 520 Madison Avenue
New York, New York 10022
(c) Title: Managing Director
CITIZENSHIP: USA
(6) NAME: Edwin J. McGuinn, Jr.
RESIDENCE OR BUSINESS ADDRESS: eLot, Inc.
301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
PRINCIPAL OCCUPATION
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(a) Name: eLot, Inc.
(b) Address: 301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
(c) Title: President and Chief
Executive Officer
CITIZENSHIP: USA
(7) NAME: Robert C. Daum
RESIDENCE OR BUSINESS ADDRESS: eLot, Inc.
301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
PRINCIPAL OCCUPATION
(a) Name: eLot, Inc.
(b) Address 301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
(c) Title: Executive Vice President,
Finance and Strategic
Development
CITIZENSHIP: USA
(8) NAME: Michael W. Yacenda
RESIDENCE OR BUSINESS ADDRESS: eLot, Inc.
301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
PRINCIPAL OCCUPATION
(a) Name: eLot, Inc.
(b) Address: 301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
(c) Title: Executive Vice President and
President, eLottery, Inc.
CITIZENSHIP: USA
(9) NAME: Barbara C. Anderson
RESIDENCE OR BUSINESS ADDRESS: eLot, Inc.
301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
PRINCIPAL OCCUPATION
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(a) Name: eLot, Inc.
(b) Address: 301 Merritt 7 Corporate Park
Norwalk, Connecticut 06851
(c) Title: Senior Vice President, Law and
Administration and Secretary
CITIZENSHIP: USA
Page 10 of 10 Pages
