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 1, 2000
American Gaming & Entertainment, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 74-2504501
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(Commission (IRS Employer
File Number) Identification No.)
Bank One Tower, 111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (317) 974-1969
51 Beech Road, Glen Rock, New Jersey 07452 - December 31
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(Former Name, Address and Former Fiscal Year, if Changed Since Last Report)
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American Gaming & Entertainment, Ltd.
SEC Form 8-K
Item 1. Changes in Control of the Registrant
The purchase by Messrs. David B. McLane, John F. Fisbeck and Carter M. Fortune
(collectively, the "Control Group") and their assigns of 367,911,380 shares of
the common stock of the Registrant from the Registrant's majority shareholders
as previously reported on Form 8-K filed on August 14, 2000, became effective on
September 1, 2000. Of the 367,911,380 shares purchased, 344,161,540 shares were
purchased by the Control Group. The right to purchase the remainder of the
shares was assigned to family members of the Control Group and employees and
consultants of WOW Entertainment, Inc., a company owned by the Control Group
(which company has become a wholly-owned subsidiary of the Registrant and has
changed its name to Women of Wrestling, Inc.) The source of funds for all
purchases was from personal funds. Collectively, the stock purchased represents
98.1% of the outstanding common stock of the Registrant.
The Control Group also agreed to cause the Registrant to pay J. Douglas
Wellington, who served as the Registrant's President and CEO until immediately
following closing on the stock purchase, from post-closing funds to be
contributed to the Registrant by the Control Group, a severance payment in the
amount of $62,500 (which represents one-half of the severance payment to be
received under his employment agreement in effect immediately prior to the
closing) and a car and rent allowance in the amount of a one time payment of
$1,500. Immediately following closing of the stock purchase, Mr. Wellington
resigned as the CEO and President of the Registrant and Mr. McLane was elected
as president. The Registrant entered into a Severance and Consulting Agreement
with Mr. Wellington upon his resignation as President and CEO. In addition,
Douglas E. May was elected as the Chief Financial Officer.
The Registrant's Board of Directors was expanded to three members and the Board
of Directors appointed Mr. McLane to fill one of the vacancies. The Board of
Directors also elected Frank Fisbeck and Douglas E. May as Directors whose
election will become effective no more than ten days following the mailing of a
definitive Information Statement to the Registrant's shareholders. Mr. Fisbeck
is the father of John F. Fisbeck, one of the members of the Control Group. Mr.
Wellington is anticipated to resign from the Board shortly after the new
directors take office.
Item 2. Acquisition or Disposition of Assets
On September 1, 2000, the Registrant purchased, for nominal consideration, all
of the common stock of Women of Wrestling, Inc. ("WOW"), a company owned by
David B. McLane, John F. Fisbeck and Carter M. Fortune, the Control Group who
(along with certain other persons as described above) recently purchased the
98.1% of the common stock of the Registrant. In addition to serving as a
director and the president of the Registrant, Mr. McLane is also the president
of WOW under an employment agreement dated May 5, 2000. In addition, David
McLane Enterprises, Inc., a company owned by Mr. McLane, provides certain
consulting services to WOW under a service agreement dated May 5, 2000. WOW was
incorporated as an Indiana corporation in May, 2000, and has no operating
history. WOW's principal business is developing and producing sports
entertainment programming. WOW's first run syndicated television series,
WOW-Women of Wrestling, is scheduled to premiere in the fall of 2000 and is
being distributed by M/G Perin, Inc. pursuant to a Distribution Agreement.
WOW's significant assets include employment, venue and other production
contracts (entered into in the ordinary course of business); certain
intellectual property, including trademark rights in the "WOW Women of
Wrestling" name, logos and character names of performers; rights in characters
portrayed by performers; publicity rights of performers with respect to their
performances; and copyrights in recorded performances, events, programs,
advertisements and promotional materials and capitalized production costs
relating to its syndicated television program.
WOW has outstanding 20,000 shares of Series A Preferred Stock (the "Preferred
Stock") which was sold to Mr. Fortune for $2,000,000. The dividend rate of
Series A is equal to the London Interbank Offered Rate ("LIBOR") plus one
percent (1%) (subject to change effective on the same date as each change of
LIBOR) per annum payable quarterly on the 15th day of January, April, July and
October in each year; the redemption price for the Preferred Stock is $100 per
share; the Preferred Stock is not convertible into common stock; in the event of
a liquidation, the Preferred Stock is entitled to receive a liquidating
distribution of $100
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per share (plus any accrued but unpaid dividends) and the Preferred Stock has
the same voting rights as WOW's common stock of one vote per share. The
Preferred Stock constitutes less than 1% of WOW's voting stock.
In addition, Mr. Fortune has agreed to loan to WOW up to $3,000,000 pursuant to
a Line of Credit Promissory Note dated May 5, 2000, at an interest rate equal to
LIBOR plus one percent (1%) (subject to change effective on the same date as
each change of LIBOR) per annum. Principal and interest on said note is due
monthly with the entire outstanding principal and any accrued interest due on
November 1, 2001. The note is secured by a security interest in WOW's assets.
Item 4. Changes in Certifying Accountant
The Registrant appointed Katz Sapper & Miller, LLP as the Registrant's
independent public accountants and such firm accepted such appointment effective
as of September 14, 2000. Katz Sapper & Miller, LLP had not been previously
engaged by the Registrant. The Registrant also notified Mintz Rosenfeld &
Company LLC that the Registrant was changing accountants as of such date. The
change of accountants was approved by the Board of Directors of the Registrant.
The report of Mintz Rosenfeld & Company LLC on the Registrant's financial
statements for the fiscal year ended December 31, 1999 contained an unqualified
opinion with a going-concern explanation. For the fiscal year ended December 31,
1999 and the subsequent interim periods, there were no disagreements with Mintz
Rosenfeld & Company LLC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of Mintz Rosenfeld & Company LLC, would have caused
Mintz Rosenfeld & Company LLC to make reference to the matter in its audit
report.
Mintz Rosenfeld & Company LLC has furnished a letter to the Registrant addressed
to the Securities and Exchange Commission stating that it agrees with the
foregoing statements.
Item 7. Financial Statements and Exhibits
(a) and (b) It is impracticable to provide the required financial statements for
the acquired business described in Item 2 at this time. The registrant will file
the required financial statements as they are available which is anticipated to
be not later than 60 days after the filing of this Form 8-K.
(c) Exhibits
Exhibit Number Description
4.1 Subscription and Shareholders' Agreement dated as of May
5, 2000 between Women of Wrestling, Inc. (f/k/a WOW
Entertainment, Inc.), John F. Fisbeck, David B. McLane
and Carter M. Fortune
4.2 Security Agreement dated May 5, 2000, made by Women of
Entertainment, Inc. (f/k/a WOW Entertainment, Inc.) in
favor of Carter M. Fortune
10.1 Stock Purchase Agreement dated as of September 1, 2000
between John F. Fisbeck, David B. McLane and Carter M.
Fortune, and American Gaming & Entertainment, Ltd.
10.2 Distribution Agreement executed as of July 17, 2000
between Women of Wrestling, Inc. (f/k/a WOW
Entertainment, Inc.) and M/G Perin, Inc.
10.3 Severance and Consulting Agreement dated September 1,
2000 between the Company, Women of Wrestling, Inc.
(f/k/a WOW Entertainment, Inc.), John F. Fisbeck, David
B. McLane and Carter M. Fortune and J. Douglas Wellington
10.4 Service Agreement dated May 5, 2000 between Women of
Wrestling, Inc. (f/k/a WOW Entertainment, Inc.) and
David McLane Enterprises, Inc.
10.5 Employment Agreement dated May 5, 2000 between Women of
Wrestling, Inc. (f/k/a WOW Entertainment, Inc.) and
David B. McLane
23.1 Consent of Mintz Rosenfeld & Company LLC
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Item 8. Change in Fiscal Year.
On September 1, 2000, the Board of Directors authorized the change of the
Registrant's fiscal year from a December 31 year end to an August 31 year end.
The purpose of the change is to have the Registrant's fiscal year coincide with
its television season. The Registrant will report the transition period for the
new fiscal year on Form 10-KSB, which the Registrant anticipates will be filed
on or before November 29, 2000.
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.
American Gaming & Entertainment, Ltd.
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(Registrant)
DATE: September 18, 2000
By: /s/ David B. McLane
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David B. McLane, President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
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4.1 Subscription and Shareholders' Agreement dated as of May 6
5, 2000 between WOW Entertainment, Inc., John F. Fisbeck,
David B. McLane and Carter M. Fortune
4.2 Security Agreement dated May 5, 2000, made by WOW 21
Entertainment, Inc. in favor of Carter M. Fortune
10.1 Stock Purchase Agreement dated as of September 1, 2000 26
between John F. Fisbeck, David B. McLane and Carter M.
Fortune, and American Gaming & Entertainment, Ltd.
10.2 Distribution Agreement executed as of July 17, 2000 37
between WOW Entertainment, Inc. and M/G Perin, Inc.
10.3 Severance and Consulting Agreement dated September 1, 2000 54
between the Company, Women of Wrestling, Inc. (f/k/a WOW
Entertainment, Inc.), John F. Fisbeck, David B. McLane and
Carter M. Fortune and J. Douglas Wellington
10.4 Service Agreement dated May 5, 2000 between WOW 60
Entertainment, Inc. and David McLane Enterprises, Inc.
10.5 Employment Agreement dated May 5, 2000 between WOW 64
Entertainment, Inc. and David B. McLane
23.1 Consent of Mintz Rosenfeld & Company LLC 67
* Incorporated by reference.
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