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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
OCTOBER 22, 1999
CAPITAL MEDIA GROUP LIMITED
(Exact name of registrant as specified in its charter)
NEVADA 0-21051 87-0453100
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) No.)
2, RUE DU NOUVEAU BERCY
94220, CHARENTON, FRANCE
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-33-1-43-53-6999
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ITEM 5. OTHER EVENTS.
A special meeting of the Company's stockholders was held on October 22,
1999. At the meeting, the Company's stockholders approved a reverse split of the
Company's outstanding common stock on a one-for-ten basis, with the Company's
authorized shares remaining at 50 million shares. The reverse split became
effective at 12:01 a.m. (New York time) on Wednesday, October 27, 1999. After
giving effect to the reverse split, the Company had 4,009,413 shares of common
stock outstanding.
At the stockholders meeting, the Company's stockholders also approved
the terms of the Company's agreement with Groupe AB, S.A. and with Superstar
Ventures Limited ("Superstar"), a company controlled by David Ho. Based upon
those arrangements, after the effectiveness of the reverse split the Company
issued the following shares of its post-reverse split common stock:
SHARES OF POST REVERSE SPLIT
NAME OF STOCKHOLDER COMMON STOCK ISSUED
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Groupe AB, S.A................................. 13,656,868
Superstar Ventures Limited and David Ho........ 9,001,387
Other persons.................................. 1,093,999
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23,752,254
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The issuances to Groupe AB, S.A. and Superstar related to the
conversion of approximately $22.6 million in outstanding convertible debt,
including approximately $4.7 million of accrued interest. The issuances to other
persons related to the conversion of sundry loans approximating $790,000
and to other issuances of shares (including the issuance of 200,000 shares to
Instar Holdings Inc. in connection with the Company's settlement with Instar)
which the Company was obligated to issue after the Company's stockholders
approved an increase in the Company's common shares available for issuance
(which occurred with the approval and completion of the reverse split).
After all of the new share issuances, the Company has 27,741,667 post
reverse split shares of its common stock outstanding and Groupe AB and Mr. Ho
control 50.3% and 34.0%, respectively, of the outstanding common stock. The
Company is also obligated to issue 3,341,584 post reverse split common shares to
Groupe AB over the next year primarily in connection with the remainder of its
services agreement with the Company's subsidiary, Onyx Television, GmbH. When
these additional shares are issued to Groupe AB, and assuming no exercise of
other outstanding warrants and options, the Company will have 31,083,251 post
reverse split shares of its common stock outstanding, and Groupe AB and Mr. Ho
will control 55.7% and 30.4%, respectively, of such outstanding common stock.
At the stockholders' meeting, the Company's stockholders further: (i)
approved the grant of a two-year option to Diamond Productions, an entity
controlled by the Company's Chairman, President and CEO, Gilles Assouline, and
the Company's Chief Operating Officer, Michel Assouline,
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to purchase 1.6 million shares of post reverse split common stock at an exercise
price of $1.00 per share, and (ii) elected five directors, Gilles Assouline,
Michel Assouline, David Ho, Jean Francois Klein and Patrick Ho, to serve until
the Company's 2000 annual meeting of stockholders or until their respective
successors are elected and qualified.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.1 Press Release dated October 22, 1999.
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SIGNATURE
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 hereunto duly authorized.
CAPITAL MEDIA GROUP LIMITED
By: /S/ GILLES ASSOULINE
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Gilles Assouline
Chairman and Chief Executive Officer
Date: November 2, 1999
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release dated October 22, 1999
EXHIBIT 99.1
CAPITAL MEDIA GROUP LIMITED ANNOUNCES RESULTS OF
SPECIAL STOCKHOLDERS MEETING
OCTOBER 22, 1999 - PARIS, FRANCE - CAPITAL MEDIA GROUP LIMITED-
(OTCBB:CPMG) - today announced the results of the special meeting of its
stockholders which was held this afternoon. At the meeting, the Company's
stockholders approved the following: (i) a reverse split of the Company's
outstanding common stock on a one-for-ten basis, which reverse split shall
become effective at 12:01 AM (New York time) on Wednesday, October 27, 1999;
(ii) the terms of the financial arrangements between the Company and Groupe AB,
S.A. and between the Company and Superstar Ventures Limited, an entity
controlled by David Ho; and (iii) the grant of an option to an entity controlled
by the Company's Chairman, President and CEO, Gilles Assouline, and the
Company's Chief Operating Officer, Michel Assouline, to purchase 16.0 million
pre reverse split shares of the Company's common stock at an exercise price of
$0.10 per share (1.6 million shares at $1.00 per share after completion of the
reverse split). Additionally, the stockholders elected five directors, Gilles
Assouline, Michel Assouline, David Ho, Jean Francois Klein and Patrick Ho, to
serve until the Company's 2000 annual meeting of stockholders or until their
successors are elected and qualified.
Following the reverse split, in accordance with its financial
arrangements with Groupe AB and Superstar, the Company will issue shares of its
common stock to Groupe AB and Superstar in conversion of $22.5 million of
outstanding convertible debt, including $4.7 million of accrued interest.
Following these share issuances, Groupe AB and Mr. Ho will control 50.3% and
34.0% of the Company's outstanding common stock (55.7% and 30.7% after issuance
of additional shares to Groupe AB over the next year in connection with the
remainder of its services agreement with the Company). Post the reverse split
and these issuances, the Company will have 27,741,667 shares of its common stock
outstanding.
Gilles Assouline, the Company's Chairman, President and CEO stated: "We
are pleased to have received the support of our stockholders, who voted
overwhelmingly to approve the matters considered at our meeting. The completion
of this meeting and the successful recapitalization of the Company allows us to
now focus all our efforts on the continued development of our businesses."
Capital Media Group Limited is a holding company with interests in the
broadcasting, computer software and multimedia businesses. The Company's
subsidiary, Onyx Television GmbH, operates a national interest television
station in Germany with a focus on entertainment (music) which is distributed to
approximately 11.0 million cable homes and an indeterminate number of satellite
homes in Germany. The Company's subsidiary, Unimedia, S.A., operates two
businesses: (i) TopCard, S.A., a software and hardware development business
engaged in the development of applications based upon smart card technology
(including electronic ticketing, access control and Internet and contactless
transactions), which is based in France, and (ii) Pixel, an Israeli company
which specializes in computer graphics and 3D animation for TV packaging,
digital broadcasting and special effects.
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CERTAIN OF THE STATEMENTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD
LOOKING STATEMENTS WHICH MAY BE SUBJECT TO RISKS AND UNCERTAINTIES. FACTORS
WHICH COULD AFFECT FUTURE RESULTS ARE DESCRIBED IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB FOR 1998, IN THE COMPANY'S PROXY STATEMENt, DATED OCTOBER 5,
1999, AND IN THE COMPANY'S OTHER FILINGS WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, AND REFERENCE IS MADE TO EACH OF THESE FILINGS. FUTURE EVENTS AND
ACTUAL RESULTS, FINANCIAL OR OTHERWISE, COULD DIFFER MATERIALLY FROM THOSE SET
FORTH IN THIS PRESS RELEASE.
FOR FURTHER INFORMATION:
Gilles Assouline
Chairman, President and CEO
Capital Media Group Limited
+33-1-43-53-6999
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