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): September 12, 2000
IWERKS ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22558 95-4439361
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4520 West Valerio Street
Burbank, California 91505-1045
(Address of Principal Executive Offices)
(818) 841-7766
(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS
The Registrant and U.S. Stock Transfer Corporation (the "Rights Agent")
entered into a Rights Agreement Amendment dated as of September 12, 2000 (the
"Amendment") to that certain Rights Agreement dated as of May 22, 1995, as
amended by Amendment to Rights Agreement dated July 15, 1997 and as further
amended on July 16, 1999 (as amended, the "Rights Agreement") between the
Registrant and the Rights Agent.
The Amendment provides that no party to the Securities Purchase
Agreement (as defined below) shall become an Acquiring Person (as defined in the
Amendment) as a result of entering into, performing the terms of, or
consummating the transactions contemplated by (i) that certain Securities
Purchase Agreement, dated as of September 20, 2000, as the same may be amended
from time to time (the "Securities Purchase Agreement"), among the Registrant
and Landmarc Leisure Corporation Limited, an S. Kumars group company,
incorporated under the Companies Act, 1956, or (ii) any other agreements entered
into in connection with the Securities Purchase Agreement (collectively, the
"Ancillary Agreements").
The Amendment further provides that a Distribution Date (as defined in
the Rights Agreement) shall not be deemed to have occurred solely as a result of
(i) the approval, execution or delivery of the Securities Purchase Agreement or
the Ancillary Agreements, or (ii) the consummation of the transactions
contemplated by the Securities Purchase Agreement or the Ancillary Agreements or
the performance of the terms of the Securities Purchase Agreement or the
Ancillary Agreements.
The Registrant and the Rights Agent entered into an additional Rights
Agreement Amendment dated as of October 24, 2000 (the "Additional Amendment") to
the Rights Agreement. The Additional Amendment provides that S. Kumars
(Investments) Limited, UK ("Kumars") is an exempt person under the Rights
Agreement to the extent Kumars does not increase its aggregate beneficial
ownership of the Registrant's common stock after October 24, 2000 (other than as
contemplated by the Securities Purchase Agreement).
Except as expressly amended by the Amendment and the Additional
Amendment, the Rights Agreement remains in full force and effect in accordance
with its terms. A copy of the Amendment and the Additional Amendment are filed
as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by this
reference.
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ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
The following exhibits are filed with the report on Form 8-K:
Exhibit 4.1 Rights Agreement Amendment dated as of September 12,
2000 between Iwerks Entertainment, Inc. and U.S.
Stock Transfer Corporation
Exhibit 4.2 Rights Agreement Amendment dated as of October 24,
2000, between Iwerks Entertainment, Inc. and U.S.
Stock Transfer Corporation
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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.
December 11, 2000 IWERKS ENTERTAINMENT, INC.
By: /S/ JEFF DAHL
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Jeff Dahl
Chief Financial Officer
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EXHIBIT INDEX
EXHIBITS PAGE NUMBER
4.1 Rights Agreement Amendment dated as of September 12, 2000, 6
between Iwerks Entertainment, Inc. and U.S. Stock Transfer
Corporation
4.2 Rights Agreement Amendment dated as of October 24, 2000, 8
between Iwerks Entertainment, Inc. and U.S. Stock Transfer
Corporation
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