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): February 18, 1997
Celebrity Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19196 11-2880337
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
214 Brazilian Ave., Suite 300, Palm Beach, FL 33480
(Address of principal executive offices) (Zip Code)
(561) 659-3832
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are filed as a part of this report:
Exhibit 10.1 Form of Regulation S Subscription Agreement
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 18, 1997, the Registrant issued 1,400,000 shares of common
stock to LARKO as agent for Signature Equities Agency GmbH in consideration
of the settlement of certain matters between the parties. The closing bid price
of a share of the Registrant's common stock on said date was $0.0625. No
commissions were paid. The Registrant relied on warranties and representations
made by the recipient in a subscription agreement in the form filed herewith
as Exhibit 10.1, which is hereby incorporated herein by reference, as the basis
for claiming the exemption pursuant to Regulation S.
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.
Celebrity Entertainment, Inc.
Date: March 4, 1997 By: /s/ J. William Metzger
J. William Metzger, Exec. V.P.
EXHIBIT INDEX
Exhibit 10.1 Form of Regulation S Subscription Agreement
REGULATION S SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made as of the 14th day of February,
1997, by and between Celebrity Entertainment, Inc., a Delaware corporation
with its principal office at 214 Brazilian Ave., Suite 400, Palm Beach, FL 33480
(the "Company") and Signature Equities Agency GmbH, a German corporation
("SEAG").
WITNESSETH:
WHEREAS, SEAG desires to acquire shares of Common Stock of the Company
(each such share of stock hereinafter referred to as a "Share" and all such
shares being acquired hereinafter referred to collectively as the "Shares") from
the Company in accordance with a Settlement Agreement and Release dated January
2, 1997 between SEAG and the Company; and
WHEREAS, it is intended by the parties the issuance of the Shares be
consummated in accordance with the requirements set forth by Regulation S
promulgated under the Securities Act of 1933, as amended to date.
NOW, THEREFORE, in consideration of the covenants, mutual promises
contained herein and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SEAG
SEAG hereby represents and warrants to the Company that:
1.1 SEAG understands and agrees that the Shares acquired pursuant to
this Agreement have not been registered under the United States Securities Act
of 1933, as amended (the "1933 Act") and are being issued in reliance upon an
exemption from registration afforded by Regulation S promulgated under the 1933
Act; and that the Shares have not been registered with any state securities
commission or authority. SEAG further understands that pursuant to the
requirements of Regulation S the Shares acquired herein may not be transferred,
sold, or otherwise exchanged prior to the expiration of forty (40) days from
issuance.
1.2 SEAG is not a "U.S. Person" within the meaning of Regulation S.
1.3 SEAG acknowledges that it has been afforded access to all material
information and publicly-filed documents concerning the Company and has received
responses to all questions specifically posed to the Company relevant to SEAG's
decision to acquire the Shares. Without limiting the foregoing, SEAG has had
adequate opportunity to ask questions of, and to have agents ask questions of
and receive answers from, responsible officers of the Company and to conduct any
other investigation it deems necessary and appropriate concerning acquisition of
the Shares. Except as set forth herein, the Company has made no representations
or warranties to SEAG which have induced, persuaded or stimulated SEAG to
acquire the Shares hereunder.
1.4 SEAG acknowledges that the Company is relying upon the
representations made herein in issuing the Shares hereunder without registration
and in reliance upon Regulation S promulgated under the 1933 Act.
1.5 SEAG agrees and acknowledges that the Shares have not been
registered under the 1933 Act and may not be offered or sold in the United
States or to any U.S. Person as defined in Regulation S, unless the Shares are
registered under the 1933 Act, or an exemption from the registration
requirements of the 1933 Act is available.
1.6 SEAG is acquiring the Shares for its own account and not for the
account or benefit of a U.S. Person as defined in Regulation S.
1.7 The execution and delivery of this Agreement and the acquisition of
the Shares, and the transactions contemplated by this Agreement do not and will
not conflict with or result in a breach by SEAG of any of the terms of
provisions of, or constitute a default under, the articles of incorporation or
by-laws (or similar constitutive documents) of SEAG or any indenture, mortgage,
deed of trust, or other material agreement or instrument to which SEAG is a
party or by which it or any of its properties or assets are bound, or any
existing applicable law, rule or regulation of the United States or any State
thereof or any applicable decree, judgment or order of any Federal or State
court, Federal or State regulatory body, administrative agency or other United
States governmental body having jurisdiction over SEAG or any of its properties
or assets.
1.8 All offers and sales of or in respect of, any of the Shares, by SEAG
will be in compliance with applicable laws and regulations and will be made in
such a manner that no prospectus need be filed and no other filing need be made
by the Company with any regulatory authority or stock exchange in any country or
any political sub-division of any country.
1.9 SEAG will not make any offer or sale of the Shares by any means
which would not comply with the laws and regulations of the territory in which
such offer or sale takes place or to which such offer or sale is subject or
which would in connection with any such offer or sale impose upon the Company
any obligation to satisfy any public filing or registration requirement or
provide or publish any information of any kind whatsoever or otherwise undertake
or become obligated to do any act.
1.10 Neither SEAG nor any of its affiliates has entered, has the
intention of entering, or will during any applicable restricted period enter
into any put option, short position or other similar instrument or position with
respect to any of the Shares or securities of the same class as the Shares.
2. MISCELLANEOUS
2.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
2.2 This Agreement may be executed in two counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
2.3 The warranties and representations of SEAG contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the issuance of Shares hereunder. SEAG shall indemnify and hold
harmless the Company for and from any and all losses, claims, and damages
incurred by the Company as a result or in connection with any misrepresentation
by SEAG in connection with this transaction.
2.4 Except as herein provided, any provision of this Agreement may be
amended or waived only by a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the date and year first written above.
Witness: Celebrity Entertainment, Inc.
By: /s/ J. William Metzger
J. William Metzger, Exec. V.P.
Witness: Signature Equities Agency GmbH
By: /s/ Josef Hettrich
Print Name and Title:
Josef Hettrich, Managing Director
