<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM 8-K
CURRENT REPORT
----------------------------------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 1996
-----------------
CAMERA PLATFORMS INTERNATIONAL, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14675 95-4024550
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
10909 Vanowen Street, North Hollywood, California 91605
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818) 623-1700
--------------
(Registrant's telephone number, including area code)
28145 Avenue Crocker, Valencia, California 91355
------------------------------------------------
(Former name or former address if changed since last report)
Page 1 of 16 Pages
<PAGE> 2
CAMERA PLATFORMS INTERNATIONAL, INC.
Item 2. Disposition of Assets
On December 27, 1996, the Company completed the sale of its
Lightmaker division to LTM Corporation of America ("LTM") for a cash price of
$110,000. The Lightmaker division manufactures and sells electronic ballasts for
HMI lamps, which are high intensity lights used in film and television
production. The assets sold to LTM were the raw materials inventory, the
machinery and equipment associated with the manufacture of ballasts, and the
intellectual property of the Lightmaker division including the Lightmaker
tradename. Under the terms of the letter agreement dated December 19, 1996, a
copy of which is attached hereto as Exhibit 10.1, the Company retained the
accounts receivable, the accounts payable and the remaining finished goods
inventory. LTM assumed all warranty liability for the Lightmaker ballasts.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following pro forma financial information required by this
Item 7(b) is filed with this Current Report on Form 8-K:
Page Number
- Introductory Statement 4
- Pro Forma Condensed Consolidated Statement of
Financial Position at September 30, 1996 (Unaudited) 5
- Pro Forma Condensed Consolidated Statement of Operations
for the Nine Months Ended September 30, 1996 (Unaudited) 6
- Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 1995 (Unaudited) 7
- Notes to Condensed Consolidated Financial Statements
(Unaudited) of Camera Platforms International, Inc. and
Shotmaker Dollies & Cranes, Inc. 8
Page 2 of 16 Pages
<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
(c) Exhibits
The following exhibits are attached hereto and incorporated
herein by reference. An Exhibit Index is included with this Current Report on
Form 8-K on page 10.
Exhibit Number
10.1 Letter Agreement dated as of December 19,
1996, by and between the Company and LTM.
The schedules to this agreement are omitted
from this exhibit. The Company agrees to
furnish supplementally any omitted schedule
to the Securities and Exchange Commission
upon request.
20.1 Press Release, dated December 27, 1996,
announcing the sale of the Lightmaker
division by the Company.
Page 3 of 16 Pages
<PAGE> 4
CAMERA PLATFORMS INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
Introductory Statement
The following unaudited pro forma condensed consolidated
statement of financial position as of September 30, 1996, and the unaudited pro
forma condensed consolidated statements of operations for the year ended
December 31, 1995, and the nine months ended September 30, 1996, give effect to
the sale of the Lightmaker division by the Company. The pro forma condensed
consolidated statement of financial position assumes the sale was consummated on
September 30, 1996. The pro forma condensed consolidated statement of
operations for the year ended December 31, 1995, and for the nine months ended
September, 1996, both assume the sale was consummated on January 1, 1995 (the
beginning of the fiscal year ended December 31, 1995). The pro forma financial
information should be read in conjunction with the historical financial
statements and notes thereto of the Company. The notes to the pro forma
financial information are an integral part thereof.
Page 4 of 16 Pages
<PAGE> 5
CAMERA PLATFORMS INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
AS REPORTED PRO FORMA PRO FORMA
ADJUSTMENTS AMOUNTS
<S> <C> <C> <C>
ASSETS
Current Assets
Cash 33,000 110,000 143,000
Accounts receivable, net 491,000 0 491,000
Inventories 446,000 (223,000) 223,000
Prepaid expenses 65,000 0 65,000
----------- -----------
Total Current Assets 1,035,000 (113,000) 922,000
Property and equipment, net 1,630,000 (1,600) 1,628,400
Deposits 69,000 0 69,000
Other noncurrent assets 102,000 0 102,000
----------- -----------
2,836,000 (114,600) 2,721,400
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable 609,000 0 609,000
Notes payable 1,346,000 0 1,346,000
Accrued interest payable to related party 235,000 0 235,000
Other current liabilities 100,000 0 100,000
----------- -----------
Total current liabilities 2,290,000 0 2,290,000
Shareholders' Equity
Common stock 6,000 0 6,000
Additional paid in capital 21,270,000 0 21,270,000
Accumulated deficit (20,730,000) (114,600) (20,844,600)
----------- -----------
Total shareholders' equity 546,000 (114,600) 431,400
----------- ----------- -----------
2,836,000 (114,600) 2,721,400
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.
Page 5 of 16 Pages
<PAGE> 6
CAMERA PLATFORMS INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
AS REPORTED PRO FORMA PRO FORMA
ADJUSTMENTS AMOUNTS
<S> <C> <C> <C>
Revenues
Sales 1,439,000 (608,858) 830,142
Rentals 1,186,000 0 1,186,000
----------- ----------- -----------
2,625,000 (608,858) 2,016,142
----------- ----------- -----------
Expenses
Cost of sales 1,275,000 (571,295) 703,705
Cost of rentals 1,082,000 0 1,082,000
Selling, general and administrative 1,331,000 (135,050) 1,195,950
----------- ----------- -----------
3,688,000 (706,345) 2,981,655
----------- ----------- -----------
Operating loss (1,063,000) 97,487 (965,513)
Foreign currency exchange loss 17,000 0 17,000
Other income (expense) (59,000) 0 (59,000)
----------- ----------- -----------
Net Loss (1,105,000) 97,487 (1,007,513)
Net loss per share of common stock (0.09) 0.01 (0.08)
Weighted average number
of shares outstanding 12,418,228 12,418,228 12,418,228
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.
Page 6 of 16 Pages
<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
AS REPORTED PRO FORMA PRO FORMA
ADJUSTMENTS AMOUNTS
<S> <C> <C> <C>
Revenues
Sales 2,450,000 (1,411,081) 1,038,919
Rentals 1,840,000 (12,000) 1,828,000
----------- ----------- -----------
4,290,000 (1,423,081) 2,866,919
----------- ----------- -----------
Expenses
Cost of sales 1,749,000 (993,733) 755,267
Cost of rentals 1,523,000 0 1,523,000
Selling, general and administrative 1,816,000 (299,434) 1,516,566
----------- ----------- -----------
5,088,000 (1,293,167) 3,794,833
----------- ----------- -----------
Operating loss (798,000) (129,914) (927,914)
Interest expense to related party (3,000) 0 (3,000)
Interest income (expense), net (31,000) (298) (31,298)
Other expense (19,000) (4,000) (23,000)
----------- ----------- -----------
Net loss (851,000) (134,212) (985,212)
Net loss per share of common stock (0.07) (0.01) (0.08)
Weighted average number
of shares outstanding 12,418,228 12,418,228 12,418,228
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.
Page 7 of 16 Pages
<PAGE> 8
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) of
CAMERA PLATFORMS INTERNATIONAL, INC. and SHOTMAKER DOLLIES & CRANES, INC.
1. On December 27, 1996, the Company completed the sale of its
Lightmaker division to LTM for a cash price of $110,000. The
Lightmaker division manufactures and sells electronic ballasts
for HMI lamps, which are high intensity lights used in film and
television production. The assets sold to LTM were the raw
materials inventory, the machinery and equipment associated with
the manufacture of ballasts, and the intellectual property of the
Lightmaker division including the Lightmaker tradename. Under the
terms of the letter agreement dated December 19, 1996, the
Company retained the accounts receivable, the accounts payable
and the remaining finished goods inventory. LTM assumed all
warranty liability for the Lightmaker ballasts.
2. The pro forma condensed consolidated statement of financial
position as of September 30, 1996 reflects the effects of the
sale of the Lightmaker division as if it had been consummated on
September 30, 1996.
The following estimated pro forma adjustments have been made to
reflect the disposition as though it had occurred on September
30, 1996.
1. Cash has been increased by $110,000, reflecting the
payment made by LTM to the Company.
2. Inventories has been reduced by the amount of raw
materials and work in process at September 30, 1996
($223,00). The actual book value of raw materials and
work in process transferred to LTM at the time of the
sale was approximately $163,000.
3. Property plant and equipment sold to LTM is as
follows:
Computer hardware $ 50,309
Computer software $ 4,706
Furniture and fixtures $ 74,374
HMI heads and accessories $ 55,223
Machinery and equipment $299,080
--------
$483,692
Less: accumulated depreciation $482,092
--------
$ 1,600
========
Page 8 of 16 Pages
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
In addition, and concurrent with the sale, the
Company abandoned certain leasehold improvements.
These leasehold improvements, with an original cost
of $59,212, had been fully amortized by the Company.
SIGNATURES
Pursuant to the requirements 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.
CAMERA PLATFORMS INTERNATIONAL, INC.
Date: January 10, 1997 LAIRD ROBERTSON
----------------------------------
Laird Robertson
Chief Executive Officer
Page 9 of 16 Pages
<PAGE> 10
CAMERA PLATFORMS INTERNATIONAL, INC.
EXHIBIT INDEX
Exhibit Number Description
10.1 Letter Agreement dated as of December 19, 1996, by
and between the Company and LTM.
20.1 Press Release, dated December 27, 1996, announcing
the sale of the Lightmaker division by the Company.
Page 10 of 16 Pages
<PAGE> 1
[COMPANY LETTERHEAD]
December 19, 1996
Ms. Karin Eliescaud
c/o LTM Corporation of America
11646 Pendleton Street
Sun Valley, California 91352-2501
Attention: Herb Breitling
Re: Sale of Lightmaker Assets
Dear Karin:
Camera Platforms International, Inc. (the "Seller") hereby agrees to
sell to LTM Corporation of America (the "Buyer"), and the Buyer hereby agrees to
purchase from the Seller, certain assets described below, and the Buyer hereby
agrees to assume from Seller, certain liabilities described below, on the terms
and conditions hereinafter set forth.
1. Assets to be Acquired.
a. The Seller shall sell, assign and transfer to the Buyer, on
the date of the Closing, as hereinafter defined, all of the raw material
inventory, machinery, equipment and intellectual property, including the name,
trademarks, plans and know-how, of the Seller's Lightmaker division, as
described on Schedule 1 hereto, and all "Servicing Rights," as defined in
paragraph 1b. below (collectively, the "Assets"). The Seller agrees to execute
all such further documents as the Buyer shall reasonably require to effectuate
the transfer of the Assets to, and and to vest ownership of the Assets in, the
Buyer.
b. The term "Servicing Rights" shall mean the right to service
Lightmaker ballasts presented by third parties to the Seller for service. In
furtherance of the foregoing, upon the closing of this transaction, the Seller,
with input from the Buyer as to form, shall provide notice of this transaction
to all of its customers, advising that all service requests shall be forwarded
to the Buyer. Additionally, after completion of the transaction, the Seller
shall use its best efforts to direct any customers requesting service of their
Lightmaker or other ballasts to the Buyer.
2. Purchase Price. In consideration for the transfer of the Assets as
described in paragraph 1 hereof, the Buyer shall pay to the Seller a purchase
price in the amount of One Hundred Ten Thousand Dollars ($110,000) (the
"Purchase Price"). The Purchase Price shall be paid by the Buyer to the Seller
by cashiers check at the Closing.
<PAGE> 2
LTM Corporation of America
Attention: Herb Breitling
December 19, 1996
Page 2
3. Warranty Claims. As additional consideration for the transfer of the
Assets by the Seller to the Buyer, the Buyer shall assume responsibility at its
sole cost and expense for all warranty claims made withrespect to: (i) all
ballasts sold by the Seller prior to the date of this agreement and (ii) the
sixteen ballasts manufactured by Seller which are to be available for sale
following the date of this agreement. Attached hereto are the following
schedules: Schedule 2 is a listing of all ballasts sold by the Seller during the
first ten months of 1996; Schedule 3 is a listing of all ballasts sold by the
Seller from November 1, 1996 up to the date of this agreement; and Schedule 4 is
a listing of the sixteen (16) ballasts manufactured by Seller and to be sold
following the date of this agreement.
4. Retained Assets and Liabilities. The Buyer acknowledges that the
Assets do not include the following items: (i) all of the Seller's finished
goods inventory, which the Seller shall have the right to sell to third parties
following the Closing under the Lightmaker name; and (ii) all accounts
receivable generated by the Seller's Lightmaker division prior to the Closing,
or after the Closing with respect to the finished goods inventory retained
hereunder. Notwithstanding the foregoing, and subject to the completion of an
agreement containing terms and conditions mutually satisfactory to the parties,
the Seller shall provide the sixteen (16) ballasts listed on Schedule 4 to the
Buyer to be sold by the Buyer on a consignment basis. The Buyer shall not be
assuming the following liabilities, for which the Seller shall remain liable,
notwithstanding the sale of Assets set forth herein: (x) all accounts payable
incurred by the Lightmaker division prior to the Closing; (y) all employee
obligations (including without limitation, severance, vacation and sick pay)
arising as a result of the closing of the Seller's Lightmaker division; and (z)
all product liability claims asserted by any third party in connection with any
ballast sold by the Seller.
5. Closing. This transactions contemplated herein shall be completed
on December 20, 1996 at the offices of the Seller located at 28145 Avenue
Crocker, Valencia, California 91355 (the "Closing"). The Buyer acknowledges that
time is of the essence of this transaction.
6. Delivery at the Closing.
a. At the Closing the Buyer shall deliver to the Seller a
cashiers check in the amount of $110,000.
b. At the Closing the Seller shall deliver the following
items to the Buyer:
i. A bill of sale, evidencing the transfer of the
Assets; and
<PAGE> 3
LTM Corporation of America
Attention: Herb Breitling
December 19, 1996
Page 3
ii. An assignment of the Lightmaker trademark, name
and other intellectual property.
7. Due Diligence/As-Is Purchase. The Buyer hereby acknowledges and
agrees that it has had a full and fair opportunity to conduct a thorough due
diligence examination of the Assets, that it is purchasing the Assets and
assuming the Liabilities based solely on such due diligence examination, and
that it is not relying on the Seller in choosing to complete this transaction.
The Buyer further acknowledges and agrees that the Seller is transferring and
the Buyer is acquiring the Assets "as-is," without any representation or
warranty by the Seller as to the condition of the Assets or their fitness for
any purpose whatsoever. The Buyer represents that it has the expertise to
examine and assess the suitability of the Assets, that it has done so, and that
it is relying solely on its own examination, rather than the Seller, in its
assessment of the Assets.
8. Indemnification. Immediately upon demand, the Buyer shall indemnify,
defend and hold harmless the Seller, its directors, officers, shareholders,
partners, affiliates, subsidiaries, parent corporations, agents, representatives
and attorneys from and against any and all claims, damages, liabilities, demands
or causes of actions (whether or not suit is actually filed thereon) which may
be asserted against the Seller and which directly or indirectly involves the
Assets acquired by the Buyer or any warranty claims made with respect to the
Lightmaker ballasts.
9. Notice. Any notice, demand or communication provided pursuant to
this agreement shall be in writing, and delivered either (i) personally, in
which event it shall become effective upon delivery, (ii) by first class mail,
in which event it shall become effective on the fifth day after placing it in
the United States mail, (iii) by overnight mail, in which case it shall become
effective on the second day after placing it with such overnight mail service,
or (iv) by fax, in which case it shall become effective immediately upon
obtaining oral confirmation of receipt, provided that such notice, demand or
communication shall be addressed to the following parties at the following
addresses and/or fax number:
If to the Seller, before or on
December 31, 1996 Mr. Roy Atlas
Camera Platforms International, Inc.
28145 Avenue Crocker
Valencia, California 91355
Fax No. (805) 257-6197
<PAGE> 4
LTM Corporation of America
Attention: Herb Breitling
December 19, 1996
Page 4
If to the Seller, after
December 31, 1996 Mr. Roy Atlas
Camera Platforms International, Inc.
10909 Vanowen Street
North Hollywood, California 91605
Fax No. (To be supplied)
With a copy to: Kenneth J. Schelberg, Esq
Fleischman & Schelberg
1900 Avenue of the Stars, #2410
Los Angeles, California 90067
(310) 552-0834
If to the Buyer: Mr. Herb Breitling
LTM Corporation of America
11646 Pendleton Street
Sun Valley, California 91352-2501
Fax No. (818) 767-1442
Either party may change its address or fax number for receipt of notice
by providing notice of such change to the other party or parties in the manner
set forth above.
10. Entire Agreement. This agreement shall constitute the entire
agreement by and between the parties hereto with respect to the subject matter
hereof. Any modification to this agreement shall only be effective if in writing
signed by both of the parties hereto.
11. Further Assurances. The parties hereto shall cooperate with one
another, and shall take such further actions as the other shall reasonably
request in order to carry out the terms, conditions and intentions of this
agreement.
12. Attorney's Fees. In the event that any lawsuit is brought to
enforce the terms and conditions of this agreement, the prevailing party in any
such action shall be entitled to recover its costs and expenses incurred
therein, including without limitation, reasonable attorneys fees and court
costs.
13. No Third Party Beneficiaries. No person or entity not a party to
this agreement shall have the right to enforce any of the rights or remedies
provided hereunder or resulting herefrom, the intention being that there shall
be no third party beneficiaries to or of this agreement.
<PAGE> 5
LTM Corporation of America
Attention: Herb Breitling
December 19, 1996
Page 5
14. Binding on Successors. This agreement shall be binding upon, and
shall inure to the benefit of, the successors and assigns of the parties hereto.
15. No Presumption. This agreement was fully examined and negotiated
by and between the parties, and no presumption shall arise by the fact that the
agreement was physically prepared by one of the parties.
16. Counterparts. This letter agreement may be executed in
counterparts, which, when taken together, shall constitute a full, complete and
binding agreement.
17. Approval by Seller's Board. Notwithstanding the Seller's
execution of this letter, this agreement shall only become binding upon the
Seller upon the approval of the Seller's Board of Directors.
If the foregoing is acceptable, please execute this letter agreement in
the space provided below and return it to me. You may fax it to me at (805)
257-6179. If I have not received an executed copy of this agreement from you by
3:00 p.m. Pacific Standard Time, on Friday, December 20, 1996, then the offer
contained in this letter agreement shall be automatically withdrawn.
Cordially,
CAMERA PLATFORMS
INTERNATIONAL, INC.
/s/
Roy Atlas,
President and Chief Operating Officer
AGREED AND ACCEPTED THIS
__ DAY OF DECEMBER, 1996
LTM CORPORATION OF AMERICA
By: /s/
---------------------------------
Name: Herbert W. Breitling
---------------------------
Its: Senior V.P.
-----------
<PAGE> 1
CAMERA PLATFORMS INTERNATIONAL, INC.
PRESS RELEASE
SUBJECT: Sale of Lightmaker Division
VALENCIA, California, December 27, 1996--Camera Platforms
International, Inc. ("CPI"), today reported that its Lightmaker division has
been sold to LTM Corporation of America ("LTM"), a subsidiary of LTM France, for
a cash price of $110,000. The Lightmaker division designs, manufactures and
sells electronic ballasts for HMI lamps, which are high intensity lights used in
film and television production. LTM is one of the world's leading manufacturers
of HMI lamps. The assets sold included the Lightmaker tradename, the machinery
and equipment used in the manufacturing and testing of the ballasts, and the raw
materials inventory. The remaining finished goods inventory, which is not
significant, will be sold separately. As part of the sale agreement, LTM agreed
to assume responsibility for all warranty repair work related to the Lightmaker
ballasts.
The Lightmaker division's sales have steadily declined over the past
four years. The division has been operating at a loss during each of the last
four quarters through September 30, 1996. Sales during the first three quarters
of 1996 totaled $608,858, which resulted in operating losses of $97,487. CPI's
Board of Directors determined that continuing to manufacture ballasts was not in
the company's best interests at this time, particularly given that the company
does not manufacture HMI lamps.
HEADQUARTERED OUTSIDE LOS ANGELES, CAMERA PLATFORMS INTERNATIONAL,
INC., A PUBLIC COMPANY (CMPL), MANUFACTURES, MARKETS AND RENTS
PRODUCTION EQUIPMENT FOR THE MOTION PICTURE AND TELEVISION INDUSTRIES.
CPI'S OPERATING UNITS INCLUDE SHOTMAKER, THE WORLD'S LARGEST CAMERA CAR
COMPANY, AND SHOTMAKER DOLLIES & CRANES, INC., A SUPPLIER OF
SOPHISTICATED CAMERA DOLLIES, CRANES, REMOTE HEADS AND MOTION CONTROL
EQUIPMENT.
* * * * *
