SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 4, 1998
Spice Entertainment Companies, Inc.
(Exact Name of Registrant as specified in its Charter)
Delaware 0-21150 11-2917462
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
536 Broadway, New York, NY 10012
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code: (212) 941-1434
<PAGE>
Item 5. Other Events.
On February 4, 1998, Playboy Enterprises, Inc. ("PEI") and Spice
Entertainment Companies, Inc. ("SPICE") issued a Press Release announcing they
had entered into an agreement whereby PEI will acquire all of the outstanding
shares of Spice for cash and PEI stock. Spice shareholders will retain
ownership of Spice's digital operations center for video and Internet
broadcasts, certain rights to a library of adult films, and Spice's option to
acquire the outstanding stock of Emerald Media, Inc. Consummation of the
proposed transaction is subject to due diligence review, receipt of necessary
governmental approvals, definitive documentation, working capital and tax
adjustments, approval of the proposed transaction by the Board of Directors of
PEI and Spice and the stockholders of Spice, receipt of a fairness opinion by
Spice and other customary closing conditions. Closing of the transaction is
expected to occur during the second calendar quarter of 1998, however, there is
no assurance that any definitive agreement regarding the sale of Spice will be
reached or that the transaction will be completed. A copy of the Press Release
is attached as Exhibit 99.1 hereto and is incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit Number Description
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99.1 Text of Press Release dated February 4, 1998
<PAGE>
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 thereunto duly authorized.
SPICE ENTERTAINMENT COMPANIES, INC.
/s/ Daniel J. Barsky
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By: Daniel J. Barsky
Senior Vice President,
Secretary and General Counsel
Dated: February 6, 1998
Playboy Contact:
Martha Lindeman (312) 440-5493
Spice Contact:
Gregory Miller (212) 941-1434
(917) 635-7335
Tina Clarke (212) 941-1434
PLAYBOY ENTERPRISES AGREES TO ACQUIRE
SPICE ENTERTAINMENT COMPANIES, INC.
CHICAGO, Wednesday, February 4, 1998 -- Playboy Enterprises, Inc. (PEI)
and Spice Entertainment Companies, Inc. (SPICE) today announced that they
entered into an agreement whereby PEI will acquire all of the outstanding shares
of SPICE (SPZE- NASDAQ) for cash and Playboy stock. The total transaction value,
including the assumption of debt, is expected to be approximately $95 million.
For each share of SPICE, stockholders will receive the sum of:
$3.60 in cash; and
0.1524 shares of PEI Class B Stock (PLA - NYSE), subject to
a collar designed to provide a minimum value of $2.11 or a maximum value of
$2.69 per SPICE share.
Under the terms of the agreement, SPICE's stockholders will retain
ownership of SPICE's digital operations center for video and Internet
broadcasts, its option to acquire the outstanding stock of Emerald Media, Inc.,
a leading provider of adult entertainment in the C-Band market, and certain
rights to a library of adult films.
PEI's Playboy TV and AdulTVision networks, which reached a total of
17.9 million U.S. cable and direct-to-home households as of September 30, 1997,
reported revenues of $52.1 million for the 12-months ended September 30. SPICE's
domestic networks, SPICE and Adam & Eve, reached 21.5 million households and had
revenues of $22.0 million for the same time periods.
PEI Chairman and Chief Executive Officer Christie Hefner said: "We
believe that this acquisition is an excellent strategic fit because the benefits
of integrating the two companies will significantly enhance Playboy's
fast-growing and high-margin television business, here and abroad. Excluding
one-time expenses associated with the deal, we expect the acquisition to be
accretive in the first year.
"In addition to our stockholders, the acquisition will benefit our
customers, as we will be able to increase our commitment to quality programming
for adults, and we expect this acquisition to strengthen our relationship with
our cable and direct-to-home distributors," Hefner added.
J. Roger Faherty, Chairman and Chief Executive Officer of SPICE, said:
"We are very pleased with the opportunity that this agreement provides our
shareholders to receive fair value from the restructuring of our company's
operations in 1996 and to participate in Playboy Enterprises' growth as the
world's leading brand of entertainment aimed at adult audiences."
The agreement is subject to due diligence review, definitive
documentation, working capital and tax adjustments, SPICE shareholder approval,
receipt of a fairness opinion by SPICE and other customary closing conditions.
There is no assurance that any definitive agreement regarding the sale of SPICE
will be reached or that the transaction will be completed.
Playboy and SPICE intend to promptly begin preparation of definitive
documentation and obtain the approval of SPICE's shareholders. Closing of the
transaction is expected to occur during the second calendar quarter.
* * * *
Playboy Enterprises, Inc. is an international media and entertainment
company that publishes Playboy magazine in the United States and licenses
editions internationally, develops and markets other branded media products,
including newsstand specials, calendars, books, CD-ROMs and Internet sites;
creates and distributes programming for domestic pay television, worldwide home
video and international television; markets the Playboy trademarks on apparel,
accessories and products sold around the world; operates a direct marketing
business, including the Critics' Choice Video, Collectors' Choice Music and
Playboy catalogs; and will open the Playboy Casino & Beach Hotel on the Greek
island of Rhodes.
Spice Entertainment Companies is a leading provider of adult
television entertainment throughout the world.
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