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):
December 9, 1994
LIVE ENTERTAINMENT INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-4178252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-17342
(Commission File Number)
15400 Sherman Way, Van Nuys, California 91406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 988-5060
<PAGE>
Item 5. Amendment of Restated Certificate of Incorporation to
Effectuate One For Five Reverse Stock Split
On December 9, 1994, LIVE Entertainment Inc. ("LIVE" or the
"Registrant") filed with the Delaware Secretary of State a
Certificate of Amendment (the "Certificate of Amendment") to LIVE's
Restated Certificate of Incorporation (the "Restated Certificate"),
amending Article FOURTH of the Restated Certificate to reclassify
every five outstanding shares of its Common Stock, par value $.01
per share ("Common Stock"), as one share of LIVE's Common Stock
having the same par value and other powers, preferences and rights
as the Common Stock (such shares of reclassified Common Stock are
sometimes hereinafter referred to as shares of "New Common Stock")
(the "Reverse Stock Split").
The Reverse Stock Split was approved by the affirmative
written consent of holders of over 64% of the Common Stock and
LIVE's Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), voting together as a single class, pursuant to
a Consent Solicitation Statement dated November 23, 1994. Only
holders of record of Common Stock and Series C Preferred Stock at
the close of business on October 31, 1994 were entitled to consent
to the Reverse Stock Split.
The Company has applied for the listing of the New Common
Stock on NASDAQ. Among the requirements for NASDAQ listing is a
minimum bid price of $3.00 per share. On December 8, 1994, the per
share closing price of the Common Stock as reported on the OTC
Bulletin Board and NQB Pink Sheets was $0.75. The New Common Stock
began trading on the OTC Bulletin Board and NQB Pink Sheets
effective upon the opening of the markets on December 12, 1994. On
December 13, 1994, the per share closing price of the New Common
Stock as reported on the OTC Bulletin Board and NQB Pink Sheets was
$3.00. There is no assurance that the New Common Stock will be
accepted for listing on NASDAQ.
Holders of Common Stock as of December 9, 1994 who hold a
number of shares that is not evenly divisible by five will receive
cash in lieu of the fractional shares that arise as a result of the
Reverse Stock Split. For purposes of settling fractional shares of
New Common Stock arising from the Reverse Stock Split, the Company
has valued the New Common Stock at $3.8125, which is five times the
average of the per share closing prices of the Common Stock as
reported on the OTC Bulletin Board and NQB Pink Sheets for the five
trading days immediately preceding the December 9, 1994 filing of
the Certificate of Amendment.
LIVE has authorized American Stock Transfer & Trust Company to
act as exchange agent (the "Exchange Agent") for purposes of
effecting an exchange of stock certificates. Before the end of
December 1994, the Exchange Agent will send letters of transmittal
to holders of Common Stock as of December 9, 1994 for use by
stockholders in transmitting their stock certificates representing
shares of Common Stock to the Exchange Agent in exchange for new
certificates representing the number of shares of New Common Stock
into which their shares of Common Stock have been reclassified in
the Reverse Stock Split, together with cash for any fractional
shares. No cash payment or delivery of a certificate representing
New Common Stock will be made to a stockholder until the
stockholder has surrendered his outstanding certificates
representing Common Stock together with the letter of transmittal
to the Exchange Agent.
Until so surrendered, each stock certificate formerly
representing shares of Common Stock shall be deemed for all
purposes to represent the number of whole shares of New Common
Stock to which the holder thereof is entitled, together with the
amount of cash in lieu of fractional shares, if any, arising as a
result of the Reverse Stock Split.
Item 7 - Exhibits
The Exhibits listed below are filed as a part of this Report.
Exhibit Number Description of Exhibit
3.1 Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant
99.1 Press Release dated December 9, 1994
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LIVE ENTERTAINMENT INC.
Dated: December 19, 1994 By: /s/ MICHAEL J. WHITE
Michael J. White
Acting Chief Financial Officer<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant
99.1 Press Release dated December 9, 1994
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
LIVE ENTERTAINMENT INC.
(Pursuant to Sections 242 of the
Delaware General Corporation Law ("DGCL"))
LIVE Entertainment Inc., a corporation duly organized and
existing under the DGCL (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were adopted setting forth a proposed
amendment (the "Amendment") to the Restated Certificate of
Incorporation of the Corporation, declaring the Amendment to be
advisable and directing that the Amendment be submitted to the
stockholders of the Corporation for approval by written consent.
The resolution setting forth the Amendment is as follows:
"AND FURTHER RESOLVED, that this Board of Directors
hereby adopts and declares advisable an amendment to the
Restated Certificate of Incorporation of the Corporation to
delete all of Article Fourth thereof, as heretofore amended,
and by inserting in lieu thereof the following:
`FOURTH: The aggregate number of shares of
capital stock of the Corporation (referred to herein as
"Shares") which the Corporation shall have authority to
issue is 54,000,000 Shares, of which 24,000,000 shall
be common stock having a par value of $.01 per share
(the "Common Stock"), 15,000,000 shall be Series A
Common Stock having a par value of $.01 per share (the
"Series A Common Stock") and 15,000,000 shall be series
preferred stock having a par value of $1.00 per share
(the "Series Preferred Stock"). The Series A Common
Stock will be identical in all respects and at all
times to the Common Stock, except that each share of
Series A Common Stock will have one five-hundredth
(1/500th) of a vote and will be convertible into
one-fifth (1/5) share of Common Stock when not
beneficially owned by (i) the Corporation, (ii) Carolco
Pictures Inc., a Delaware corporation, (iii) an
affiliate of the Corporation (as defined under Rule
12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, as in
effect on the date that this Article Fourth becomes
effective) or (iv) a successor (by merger or otherwise)
of such affiliate; provided, however, that if there is
a reclassification, stock split, reverse stock split,
change in the number of shares of Common Stock
outstanding, or alteration of the voting rights of the
Common Stock, then the conversion rights and/or voting
rights of the Series A Common Stock shall be fairly and
equitably adjusted to maintain the same rights and
attributes as the Series A Common Stock has as of the
date that this Article Fourth becomes effective. The
Series Preferred Stock may be issued, from time to
time, in one or more series as authorized by the Board
of Directors. Prior to issuance of a series, the Board
of Directors by resolution shall designate it from
other series and classes of stock of the Corporation,
shall specify the number of shares to be included in
the series, and shall fix the terms, rights,
restrictions and qualifications of the shares of a
series, including any preferences, voting powers,
dividend rights and redemption, sinking fund and
conversion rights. Subject to the express terms of the
Series Preferred Stock outstanding at the time, the
Board of Directors may increase (but not above the
total number of authorized shares of the class) or
decrease (but not below the number of shares thereof
then outstanding) the number of shares.
`Every five shares of Common Stock of the
Corporation issued at the close of business on the date
this Article Fourth becomes effective (including any
shares held by the Corporation as treasury shares)
shall automatically be converted into one validly
issued, fully paid and nonassessable share of Common
Stock. Upon this Article Fourth becoming effective,
each certificate representing one or more shares of
Common Stock immediately prior to the effectiveness of
this Article Fourth shall represent a number of shares
equal to one-fifth of the shares evidenced thereby
prior to the effectiveness of this Article Fourth. As
soon as practicable thereafter, the Corporation shall
ask the holders of certificates representing shares of
Common Stock immediately prior to this Article Fourth
becoming effective to tender such certificates to the
Corporation or to its transfer agent, and, upon the
receipt thereof, the Corporation shall distribute, or
cause its transfer agent to distribute, to each such
holder a certificate or certificates representing one-
fifth of the number of shares of Common Stock
previously evidenced by the certificates so tendered.
`No fractional shares of Common Stock will be
issued as a result of the conversion of shares of
Common Stock contemplated by the immediately preceding
paragraph; instead, if such conversion of any person's
aggregate holdings of Common Stock results in a
fractional share amount of Common Stock, such person
shall, in lieu thereof, be paid cash in an amount equal
to the value of such fractional share based on the
average of the per share closing bid and asked prices
of the Common Stock as reported in the OTC Bulletin
Board and NQB Pink Sheets for the five trading days
immediately preceding the date that this Article Fourth
becomes effective.'"
SECOND: That thereafter (1) the Amendment was approved by
written consents signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to approve the Amendment at a meeting at which all
shares of capital stock of the Corporation entitled to vote
thereon were present and voted and (2) written notice of the
taking of such corporate action has been given to those
stockholders who have not consented, all in accordance with
Section 228 of the DGCL.
THIRD: That the Amendment was duly adopted in accordance
with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Michael J. White, its Executive Vice
President and Secretary, this 9th day of December, 1994.
LIVE ENTERTAINMENT INC.
By: /S/ MICHAEL J. WHITE
Name: Michael J. White
Title: Executive Vice President
and Secretary
For Immediate Release: Contact: Michael J. White
12.9.94 General Counsel
818-778-3202
LIVE ENTERTAINMENT INC. ANNOUNCES RECEIPT OF
CONSENTS FOR REVERSE STOCK SPLIT
LOS ANGELES, CALIF., December 9, 1994 -- LIVE Entertainment
Inc. (OTC: LVEB) announced today that by 5:00 p.m. on December 8,
1994, the holders of approximately 64% of LIVE's Common Stock and
Series C Preferred Stock, voting together as a group, had consented
to amendments to LIVE's Restated Certificate of Incorporation to
effectuate a one-for-five reverse stock split of LIVE's Common
Stock. The reverse stock split became effective upon today's
filing of a Certificate of Amendment with the Delaware Secretary of
State.
LIVE also confirmed that it has applied for listing of its
post-split Common Stock on the NASDAQ Small Cap Market. There is
no assurance that LIVE's application for NASDAQ listing will be
accepted.
The post-split Common Stock will begin trading on the OTC
Bulletin Board and NQB Pink Sheets effective upon the opening of
the markets on December 12, 1994.
Holders of LIVE Common Stock as of December 9, 1994 will
receive cash in lieu of any fractional shares that arise as a
result of the reverse split. American Stock Transfer & Trust
Company will act as exchange agent to exchange stock certificates
and pay cash for fractional shares, and will send letters of
transmittal to holders of LIVE's Common Stock as of December 9. No
cash payment or delivery of certificates representing post-split
Common Stock will be made to a stockholder until the stockholder
has surrendered his outstanding certificates and returned the
letter of transmittal to American Stock Transfer.
Holders of pre-split Common Stock are requested not to
surrender their certificates unless and until they receive a letter
of transmittal.
LIVE Entertainment Inc., headquartered in Los Angeles,
California, is a diversified entertainment company and software
supplier, specializing in the marketing and distribution of filmed
entertainment with its primary focus on motion pictures. The
Company distributes to the theatrical, non-theatrical, home video,
interactive and television markets both domestically and
internationally through its subsidiaries, including LIVE Home
Video, LIVE Film and Mediaworks, LIVE Interactive and LIVE
International.
