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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 10, 1996
VIDEO JUKEBOX NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-15445 59-2605267
(State or other juris- (Commission File (I.R.S. Employer
diction of incorporation) Number) Identification No.)
1221 Collins Avenue, Miami Beach, Florida 33139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 674-5000
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Item 9. Sales of Equity Securities Pursuant to Regulation S
On December 10, 1996, the Company issued 1,666,667 shares (the
"Shares") of the Company's 6% Convertible Redeemable Preferred Stock (the
"Preferred Stock") to EMAP plc. in exchange for $2,500,000.
The conversion and other terms of the Preferred Stock are set forth
below under the caption "Description of Preferred Stock." Such terms are also
contained in the Company's Information Statement, dated November 14, 1996, as
previously filed with the Securities and Exchange Commission (the "Commission")
and as previously distributed to the Company's stockholders.
The Shares were issued by the Company without registration under the
Securities Act of 1933 (the "Securities Act") in reliance on Regulation S of the
Securities Act.
A fee of $125,000 will be paid by the Company to
Communications Equity Associates, Inc. for providing investment
banking and consulting services in connection with the sale of the
Preferred Stock.
DESCRIPTION OF PREFERRED STOCK
The following description is a summary of the rights, preferences and
limitations of the Preferred Stock:
Voting. The holders of shares of Preferred Stock are entitled to cast
one vote per share at all stockholders meetings for all purposes. Except as
otherwise required by the Florida Business Corporation Act, the shares of
Preferred Stock vote with the shares of Common Stock as one voting class.
Conversion. Each share of Preferred Stock is convertible, at the
election of the holder thereof, into one share of Common Stock. In the event
that there are any accrued and unpaid dividends due on the Preferred Stock at
the time of conversion, then the accrued and unpaid dividends will automatically
be converted into shares of Common Stock at a rate of one share of Common Stock
for each U.S.$1.50 of accrued and unpaid dividends. Subject to the provisions
for redemption discussed below, the right of conversion is available at any
time.
Dividends. The holders of the shares of Preferred Stock are entitled to
receive cumulative dividends, which accrue at the rate of $.09 per share of the
Preferred Stock per annum. No cash dividends may be declared or paid on any
security of the Company until all accrued and unpaid dividends are paid on the
shares of Preferred Stock. All dividends on the Preferred Stock will cease
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to accrue on the Election Date, as such term is defined below under
the caption "Redemption."
Liquidation. Upon the liquidation, dissolution or winding up of the
Company, the holders of the shares of Preferred Stock will be entitled to
receive payment equal to $1.50 per share of the outstanding shares of Preferred
Stock plus all accrued and unpaid dividends thereon before any payment will be
made to the holders of the Common Stock. The holders of the shares of Preferred
Stock will not be entitled to participate further in the distribution of the
assets of the Company.
Redemption. Five years after the date of issuance of the Preferred
Stock (the "Election Date"), each share of Preferred Stock will, at the election
of each holder thereof, either be redeemed for cash or converted into shares of
Common Stock (as discussed above). If a holder elects to redeem the Preferred
Stock, such holder will be entitled to receive a cash payment equal to $1.50 per
share of Preferred Stock, together with the amount, as of the Election Date, of
all accrued and unpaid dividends. No right of redemption will exist prior to the
Election Date or if the Company is then insolvent or would become insolvent as a
result of such redemption. Each holder of Preferred Stock must give written
notice to the Company of its election to either have the Preferred Stock
redeemed for cash or converted into shares of Common Stock within 30 days of the
Election Date. If the Company does not timely receive such notice from any
holder of the Preferred Stock, the Company will have the right to determine
whether such Preferred Stock is redeemed or converted into shares of Common
Stock.
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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 hereunto duly authorized.
VIDEO JUKEBOX NETWORK, INC.
(Registrant)
Date: December 19, 1996 By: /s/ Alan McGlade
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Alan McGlade, President and
Chief Executive Officer
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