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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for the Quarterly Period Ended June 30, 1998
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from _________ to________
Commission File Number 0-14646
Entertainment International Ltd.
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(Exact name of registrant as specified in its charter)
New York 06-1113228
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7380 Sand Lake Road, Suite 350, Orlando, FL 32819
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(Address of principal executive offices, Zip Code)
(407) 351-0011
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(Registrant's telephone number, including area code)
Airship International Ltd.
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(Former name, former address and former fiscal
year,if changed since last report)
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 requirements for the past 90 days.
Yes _X_ No ____
The number of outstanding shares of the registrant's common stock,
par value $.01, as of June 30, 1998 is 54,047,000.
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PART II
ITEM 1. LEGAL PROCEEDINGS. Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. At the Annual Meeting of
Shareholders held on June 10, 1998, it was resolved to amend the Company's
Certificate of Incorporation to convert each issued and outstanding share of the
Company's 8% Cumulative Convertible Preferred Stock, $.01 par value per share,
into three shares of the Company's Common Stock, par value $.01 per share. In
connection with such amendment, the preferred shareholders waived their rights
to the accrued but undeclared preferred dividends and the authorized but
unissued shares of Preferred Stock were removed as authorized stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held
its Annual Meeting of Shareholders on June 10, 1998. The number of shares of
Common Stock with voting rights as of the record date represented at the
meeting either in person or by proxy was 39,203,910 shares or 89.31% of the
eligible outstanding Common Stock of the Company and the number of shares of
Preferred Stock with voting rights as of the record date represented at the
meeting either in person or by proxy was 2,066,710 or 92.71% of the eligible
outstanding Preferred Stock of the Company. Five proposals were voted upon by
the shareholders. The proposals and the voting results follow:
PROPOSAL 1
Each of the three persons listed below were elected as directors to serve
until the next Annual Meeting or until his successor is elected and qualified.
The number of votes for and withheld by the holders of shares of Common Stock
and Preferred Stock, voting together, for each individual is listed next to his
name.
<TABLE>
<CAPTION>
Name For Withheld
---- --- --------
<S> <C> <C>
Louis J. Pearlman 40,401,105 869,515
Alan A. Siegel 40,403,361 867,259
James J. Ryan 40,407,861 862,759
</TABLE>
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PROPOSAL 2
It was resolved to amend the Company's Certificate of Incorporation to
change the purposes for which the Company is formed. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, was as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
26,458,814 538,007 69,193
</TABLE>
PROPOSAL 3
It was resolved to amend the Company's Certificate of Incorporation to
increase the authorized number of shares of the Company's Common Stock, par
value $.01 per share, from 80,000,000 to 110,000,000. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, was as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
40,311,611 875,040 83,969
</TABLE>
PROPOSAL 4
It was resolved to amend the Company's Certificate of Incorporation to
convert each issued and outstanding share of the Company's 8% Cumulative
Convertible Preferred Stock, $.01 par value per share, into three shares of the
Company's Common Stock, par value $.01 per share. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, and by the holders of shares of Preferred
Stock, voting as a class, was as follows:
<TABLE>
<CAPTION>
Common Stock and Preferred Stock
(Voting together)
--------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C>
25,540,715 1,014,992 94,042
</TABLE>
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<TABLE>
<CAPTION>
Preferred Stock
(Voting as a Class)
--------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C>
1,158,474 139,583 1,300
</TABLE>
PROPOSAL 5
It was resolved to ratify the appointment of C.M. Meeks & Company, P.A., as
independent accountants of the Company for the fiscal year ending December 31,
1998. The number of votes for, against and abstaining on this proposal by the
holders of shares of Common Stock and Preferred Stock, voting together, was as
follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
40,593,285 500,078 177,257
</TABLE>
ITEM 5. OTHER INFORMATION. Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included unless otherwise indicated: 3.1
Certificate of Amendment to Certificate of Incorporation and 27.1 Financial Data
Schedule.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
AIRSHIP INTERNATIONAL LTD.
Dated: January 22, 1999 By: /s/ Louis J. Pearlman
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Louis J. Pearlman
Chairman of the Board of
Directors, President and
Treasurer (Principal Executive
and Financial Officer)
Dated: January 22, 1999 By: /s/ Alan A. Siegel
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Alan A. Siegel
Secretary & Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Dated: January 22, 1999 By: /s/ James J. Ryan
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James J. Ryan
Director
10
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AIRSHIP INTERNATIONAL LTD.
(Under Section 805 of the Business Corporation Law)
FIRST: The name of the corporation is Airship International Ltd. (the
"Corporation").
SECOND: The Certificate of Incorporation was filed with the New York
Department of State on June 9, 1982.
THIRD: (a) The Corporation hereby amends its Certificate of
Incorporation in order to (i) change the purposes for which the Corporation is
formed; (ii) increase the 80,000,000 authorized shares of common stock, with
$.01 par value, to 110,000,000 authorized shares of common stock, with $.01 par
value; (iii) change issued shares of Class A 8% Cumulative Convertible
preferred stock, with $.01 par value, into issued shares of common stock, with
$.01 par value, at the rate of one for three, as described below; (iv) cancel
the remaining 2,300,199 shares of Class A 8% Cumulative Convertible preferred
stock, with $.01 par value, which are authorized and unissued; and (v) cancel
the remaining 6,000,000 shares of preferred stock, with $.01 par value, which
are authorized and unissued.
(b) The Corporation hereby amends its Certificate of Incorporation to
change 1,699,801 issued shares of Class A 8% Cumulative Convertible preferred
stock, with $.01 par value, of which 4,000,000 are authorized, into 5,099,403
issued shares of common stock, with $.01 par value, of which 80,000,000 are
authorized and 47,174,246 are issued. After such change, the Corporation will
have issued 52,273,649 shares of common stock, with $.01 par value, and the
authorized shares of common stock, with $.01 par value, will increase by
24,900,597 shares to 110,000,000 shares of common stock, with $.01 par value.
FOURTH: To accomplish the foregoing amendments:
(a) Paragraph 2 of the Certificate of Incorporation is hereby deleted in
its entirety and the following shall be inserted into Paragraph 2:
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The purpose or purposes for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law. The corporation is not
formed to engage in any act or activity requiring the consent or
approval of any state official, department, board, agency or other
body.
(b) Paragraph 4 of the Certificate of Incorporation is hereby deleted in
its entirety and the following shall be inserted into Paragraph 4:
The aggregate number of shares of stock which the Corporation shall
be authorized to issue is 110,000,000, all of which shall be common
stock, par value $.01 per share.
FIFTH: The foregoing amendment of the certificate of incorporation of the
Corporation was authorized by the consent in writing of all of the members of
the Board of Directors of the Corporation followed by the vote of the holders
of at least a majority of all of the outstanding shares of the Corporation
entitled to vote thereon, and pursuant to section 804 of the Business
Corporation Law was authorized by a vote of the holders of 51% of all
outstanding shares of the class of preferred stock adversely affected thereby,
voting as a class.
IN WITNESS WHEREOF, we have subscribed this certificate and hereby affirm
it as true under the penalties of perjury this 11th day of June, 1998.
/s/ Louis J. Pearlman
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Louis J. Pearlman, President
/s/ Alan Siegel
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Alan Siegel, Secretary
