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OMB APPROVAL
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OMB Number: 3235-0145
Exp: December 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Video City, Inc. (formerly Prism Entertainment Corporation)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
92653W 10 6
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(CUSIP Number)
James Craig Kelly, 6851 McDivitt Drive, Suite A, Bakersfield, CA 93313
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(805) 397-7955
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 8, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 5 Pages
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CUSIP NO. 92653W 10 6 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Craig Kelly
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 761,600
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 761,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
761,600
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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Item 1. Security and Issuer.
- ----------------------------
This report relates to the Common Stock of Video City, Inc., a Delaware
corporation (the "Issuer"), formerly known as Prism Entertainment Corporation,
whose principal executive offices are located at 6851 McDivitt Drive, Suite A,
Bakersfield, CA 93313.
Item 2. Identity and Background.
- --------------------------------
(a) The person filing this statement is James Craig Kelly.
(b) The principal business address of Mr. Kelly is 6851 McDivitt
Drive, Suite A, Bakersfield, CA 93313.
(c) Mr. Kelly's principal occupation is as Senior Vice President,
Chief Operating Officer and a Director of the Issuer.
(d) Mr. Kelly has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Kelly was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was subject to a judgement,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws.
(f) Mr. Kelly is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Kelly was previously the Chief Operating Officer of Lee Video City,
Inc. ("VCI"), a privately held California corporation, and held a stock option
to purchase shares of VCI. On January 8, 1997, VCI merged with and into the
Issuer and, pursuant to the Merger, Mr. Kelly's option was exchanged for a new
stock option, to purchase 761,600 shares of Common Stock of the Issuer at an
exercise price of $.51447 per share. The option is exercisable in full and will
expire on January 7, 2002. Mr. Kelly has paid nothing for his present option or
for the previous option to purchase VCI stock. If and when he exercises his
present option, he expects to use personal funds for such purpose.
Item 4. Purpose of Transaction.
- -------------------------------
Mr. Kelly has no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
Page 3 of 5 Pages
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(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) As the holder of a presently exercisable stock option, Mr. Kelly
is the beneficial owner of 761,600 shares of Common Stock of the
Issuer, constituting 7.1% of such class.
(b) Mr. Kelly's option is not transferrable, and he has no right to
vote or dispose of the underlying Common Stock until he exercises
the option. Upon such exercise, Mr. Kelly will have sole power to
vote, direct the vote of, dispose of, and direct the disposition
of the shares.
(c) During the 60 days preceding the filing of this report, Mr. Kelly
acquired the stock option described herein, giving him beneficial
ownership of the shares reported herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
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Respect to Securities of the Issuer.
-----------------------------------
None.
Item 7. Material to be Filed as Exhibits.
- -----------------------------------------
None.
Page 4 of 5 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 16, 1997
/s/ James Craig Kelly
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James Craig Kelly
Page 5 of 5 Pages
