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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
Annual Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 1997 Commission File No. 0-14234
KINGS ROAD ENTERTAINMENT, INC.
(Name of small business issuer in its charter)
Delaware 95-3587522
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1901 Avenue of the Stars, Suite 1545
Los Angeles, California 90067
(Address of principal executive office)
Issuer's telephone number: (310) 552-0057
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.01
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $2.7 million.
As of July 15, 1997, the aggregate market value of the voting stock held by
non-affiliates (based on the closing sales price as reported by NASDAQ) was
approximately $1,189,138 (assuming all officers and directors are deemed
affiliates for this purpose).
As of July 15, 1997 the registrant had 5,652,422 shares of its common stock
outstanding.
Documents Incorporated by Reference: None
Transitional Small Business Disclosure Format: YES [ ] NO [X]
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information, as of July 15, 1997,
concerning ownership of shares of Common Stock by each person who is known by
the Company to own beneficially more than 5% of the issued and outstanding
Common Stock of the Company:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Beneficial Owner Shares Class
- ------------------------------------ ------ -----
<S> <C> <C>
Estate of Stephen Friedman (1) 3,239,871 (2)(3) 57.3%
c/o William Immerman, Executor
1999 Avenue of the Stars, Suite 1250
Los Angeles, CA 90067
</TABLE>
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(1) Directors Susan Aguado and Kenneth Aguado are 50% and 25% beneficiaries,
respectively, of the Friedman Estate.
(2) Includes 100,000 shares owned by the Stephen J. Friedman Films, Inc.
Employee Pension Plan of which Mr. Immerman is the trustee.
(3) Includes 57,000 shares owned by SJF Productions Ltd. of which Mr.
Immerman is the President of the general partner, Stephen J. Friedman
Films, Inc.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of July 15, 1997, certain information
concerning ownership of shares of Common Stock by each director of the Company
and by all executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address of Directors or Number of Percent of
Number of Persons in Group Shares Class
-------------------------- --------- ----------
<S> <C> <C>
Susan Aguado 1,619,936 (1) 28.7%
235 Cleveland Drive
Croton, NY 10520
Kenneth Aguado 831,843 (2) 14.7%
4309 Wilkinson Avenue
Studio City, CA 91604
Martin Davidson 0 00.0%
1505 Viewsite Terrace
Los Angeles, CA 90069
All Executive Officers and 2,485,179 44.0%
Directors as a Group (4 persons)
</TABLE>
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(1) Includes 1,619,936 shares representing 50% of the 3,239,871 shares
beneficially owned by the Friedman Estate of which Mrs. Aguado is a 50%
beneficiary. See "Principal Stockholders".
(2) Includes 809,968 shares representing 25% of the 3,239,871 shares
beneficially owned by the Friedman Estate of which Mr. Aguado is a 25%
beneficiary. See "Principal Stockholders".
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The Friedman Estate is currently the controlling shareholder of the
Company and the distribution of its common stock to its beneficiaries will
increase the common stock ownership of Susan Aguado and Kenneth Aguado by
1,619,936 and 809,968 shares, respectively. See "Principal Stockholders".
In addition, as discussed above, the Company has entered into a
non-binding letter of intent with Acquiror pursuant to which Acquiror may
acquire control of the Company. (See "Item 6. - Management's Discussion and
Analysis of Financial Position and Results of Operation").
Except as otherwise disclosed herein, the Company does not know of any
arrangements, including any pledge of the Company's securities, the operation of
which at a subsequent date may result in a change of control of the Company.
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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.
Date: November 24, 1997 KINGS ROAD ENTERTAINMENT, INC.
By: /s/ Kenneth I. Aguado
---------------------------
Kenneth I. Aguado
Chief Executive Officer
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