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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 2000
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STAR STRUCK, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 1-8912 36-1805030
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of registrant) identification No.)
8 F.J. Clarke
Bethel, Connectcut 06801
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (203) 778-4925
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
In June and July 2000, the Company's subsidiary, Star Struck, Inc
("SSI") experienced cash flow problems. These related primarily to increased
inventory requirements for SSI's sports apparel business, delay in payment by
major customers of batteries, and payment under a guaranty of certain
obligations of RC Manufacturing, Inc., which had discontinued its operations.
In August 2000, SSI took certain actions to improve cash flow.
On August 7, 2000, SSI borrowed an aggregate of $1 million from Peter
Nisselson, Kenneth Karlan, and Mr. Karlan's mother, Marilyn Karlan. The
principal
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of these loans is repayable on August 31, 2003. Interest at 10% per annum is
payable quarterly. Repayment of the loans is subject to a subordination
agreement between SSI and People's Bank.
As further consideration for the loans to SSI, the Company issued
500,000 common stock purchase warrants exercisable at $2 per share and expiring
on July 31, 2005. At the option of the warrant holders, the shares underlying
the warrants are registrable under the Securities Act at the Company's expense.
The Company issued 333,000 warrants to Mr. Nisselson, 67,000 warrants to Mr.
Karlan and 100,000 warrants to Marilyn Karlan.
In addition, Mr. Nisselson agreed to a deferral of his salary for a
period of one year, and Mr. Karlan and Keith Sessler, Vice President of the
Company, agreed to a reduction of their annual salaries to $100,000 each.
As of August 7, 2000, SSI and People's Bank amended their loan
agreement to increase SSI's line of credit from $2 million to $3 million and to
increase from 40 % to 50 % the amount that can be borrowed against qualified
accounts receivable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
10.1 Form of 10% Promissory Note due August 31, 2003
10.2 Form of Common Stock Purchase Warrant
10.3 Registration Rights Agreement, dated August 7, 2000, among Star
Struck, Ltd., Kenneth Karlan, Marilyn Karlan and Peter Nisselson
10.4 Fifth Amendment Agreement, dated August 7, 2000, among Kenneth
Karlan, Keith Sessler, Star Struck, Ltd.
10.5 Mortgage Modification Agreement, dated August 7, 2000, between Star
Struck, Inc. and People's Bank
10.6 Subordination Agreement, dated August 7, 2000 among People's Bank,
Kenneth Karlan, Marilyn Karlan, Peter Nisselson and Star Struck,
Inc.
Signatures
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Pursuant to the requirements of the 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.
August 29, 2000 STAR STRUCK, LTD.
By: /s/ Kenneth Karlan
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Kenneth Karlan, President
