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
April 16, 1997
Date of Report (Date of earliest event reported)
Imagica Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Post Office Box 2121, Ocala, Florida 34478-2121
(Address of principal executive offices including zip code)
(352) 867-7860
(Registrant's telephone number, including area code)
Page 1 of 3 Pages
Exhibit Index (none)
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Item 1. Changes in Control of Registrant
(a) 1. On April 16, 1997, Barry Boyd gained control of Imagica
Entertainment, Inc. (the "Corporation"), pursuant to the following
transactions:
In accordance with to a Stock Subscription Agreement, by and
between the Corporation and Barry Boyd, Barry Boyd purchased four
million (4,000,000) shares of common stock (the "Shares") of the
Corporation for a purchase price of thirty-two cents ($.32) per
share. The total consideration of One Million Two Hundred and Eighty
Thousand Dollars ($1,280,000) is payable pursuant to a non-recourse
promissory note delivered on April 16, 1997. Such promissory note
bears interest at a rate of six percent (6%) per annum, with all
principal and accrued but unpaid interest due and payable April 15,
2002. The promissory note was secured by a pledge of the Shares.
Pursuant to and in consideration of his execution of an
Employment Agreement with the Corporation, Barry Boyd was issued
three million (3,000,000) shares of the Corporation's common stock.
Under the terms of a Proxy, Power of Attorney and Option to
Purchase, by and between Barry Boyd and Robert S. Wormser, Barry Boyd
gained voting control of and a right of first refusal to purchase one
million two hundred nine thousand (1,209,000) shares of the
Corporation's common stock owned by Robert S. Wormser. The Proxy is
irrevocable for a period of ninety days from the date of execution.
Following such transactions, Barry Boyd owned 54% of the voting
securities of the Corporation and controlled voting power over 63% of the
voting securities of the Corporation. Control of the Corporation was
assumed from Robert S. Wormser whose percentage ownership on the
Corporation decreased from 24% to 11% and whose voting power fell from 24%
to 2%.
2. In accordance with the terms of his Employment
Agreement with the Corporation, Barry Boyd agreed to vote the shares of
common stock in the Corporation owned or controlled by him to elect the
following persons as directors of the Corporation:
Barry Boyd;
Shon Boyd;
William J. White;
Debra K. Boyd; and
JoJanna L. Boyd
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Item 5. Other Events.
Pursuant to an Action of Directors of Imagica Entertainment,
Inc. Taken Without a Meeting, dated April 16, 1997 (the "Action of the
Board"), the Board of Directors of the Corporation was increased from two
(2) to five (5) directors. Shon Boyd, Debra K. Boyd and JoJanna L. Boyd
were elected as directors of the Corporation effective April 16, 1997, to
fill the vacancies created by the increase in the number of directors on
the Board.
Effective at the close of business on Wednesday, April 16, 1997,
Robert S. Wormser resigned as a director of the Corporation. Pursuant to
the Action of the Board, Barry Boyd was elected as a director of the
Corporation to fill the vacancy created by the resignation of Robert S.
Wormser.
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.
IMAGICA ENTERTAINMENT, INC.
By: /s/ William White
William White, Vice President
Date: May 14, 1997
