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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): May 29, 1997
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Choices Entertainment Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-17001 52-1529536
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(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
836 West Trenton Avenue, Morrisville, Pennsylvania 19067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 428-1000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
As previously reported, the Company and West Coast Entertainment
Corporation ("West Coast") entered into an Asset Purchase Agreement, dated as of
December 16, 1996, as amended (the "Agreement"), providing for the sale,
transfer and assignment of substantially all of the Company's assets and
business to West Coast (the "West Coast Transaction"). Under the Agreement,
consummation of the West Coast Transaction is contingent upon a number of
conditions, the satisfaction of which cannot be assured, including, among
others, West Coast obtaining financing (as described in the Agreement) in an
amount sufficient to enable it to consumate the West Coast Transaction and
certain additional acquisitions. The Company has been advised by West Coast
that West Coast has not yet obtained such financing, but that West Coast now
expects to obtain such financing sometime during June, 1997. At the request of
West Coast, the Company has agreed to amend the Agreement, to further extend the
termination date thereunder from a date no later than May 31, 1997, to a date no
later than June 30, 1997. There can be no assurance that such financing will be
obtained by June 30, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit No. Description
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10(a) Third Amendment, dated as of May 29, 1997, to Asset
Purchase Agreement, dated as of December 16, 1996,
between West Coast Entertainment Corporation and
the Company.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHOICES ENTERTAINMENT CORPORATION
(Registrant)
Date: May 29, 1997 By:/s/ Ronald W. Martignoni
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Ronald W. Martignoni
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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10(a) Third Amendment, dated as of May 29, 1997, to Asset Purchase
Agreement, dated as of December 16, 1996, between West Coast
Entertainment Corporation and the Company. (1)
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(1) Filed herewith
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Exhibit 10(a)
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
Third Amendment dated as of May 29, 1997 to Agreement made as of December
16, 1996 (as amended to date, the "Agreement") between West Coast Entertainment
Corporation, a Delaware corporation with its principal office at One Summit
Square, Suite 200, Route 413 & Doublewoods Road, Newtown, PA 19047-2313 (the
"Buyer"), and Choices Entertainment Corporation, a Delaware corporation with its
principal office at 836 West Trenton Avenue, Morrisville, Pennsylvania 19067
(the "Seller").
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Seller and the Buyer hereby agree to amend the
Agreement as follows:
1. The last two sentences of Section 1.6 of the Agreement are hereby
amended to read in their entirety as follows:
"As used herein, "Termination Date" shall mean the earlier to occur of
(x) the date which is 30 days after the date of closing of a public
offering or private placement of Buyer's debt or equity securities to
third parties, resulting in gross proceeds to the Buyer in an amount
sufficient to enable the Buyer to consummate the transactions
contemplated hereby and certain additional acquisitions (the
"Offering"), and (y) June 30, 1997. The Buyer hereby covenants and
agrees to use commercially reasonable efforts to consummate the
Offering on or before June 30, 1997."
2. In all other respects, the Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, this Third Amendment is hereby executed as of the date
set forth above.
CHOICES ENTERTAINMENT CORPORATION
By: /s/ Ronald W. Martignoni
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Title: President
WEST COAST ENTERTAINMENT
CORPORATION
By: /s/ Richard Kelly
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Title:Chief Financial Officer
