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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 13, 1998
ODYSSEY PICTURES CORPORATION
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(Exact name of Registrant as Specified in its Charter)
NEVADA 0-18954 95-4269048
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1875 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067
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(Address of Principal Executive Offices, including Zip Code)
310-229-2430
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(Registrant's telephone number including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL
All transactions described in Items 1 and 5 of this Report have been approved by
the Board of Directors of the Registrant, but are subject to, and shall only
become effective upon, completion and execution of all required documentation in
connection therewith.
A) CHANGE OF OFFICERS
The Board of Directors of Odyssey Pictures Corporation ("Odyssey") has appointed
Mr. Johan Schotte as Chief Executive Officer and Chairman of the Board of
Directors of Odyssey, and Mr. Pierre Koshakji as President and Director.
Odyssey has also appointed Mr. Dominique Verhaegen to the Board of Directors of
Odyssey.
In connection with Mr. Schotte's appointment as CEO and Chairman of the Board,
Mr. Stephen Greenwald, current CEO of Odyssey, agreed to terminate his existing
employment contract and enter into a new employment agreement pursuant to which
Mr. Greenwald will be employed by Odyssey for the period effective as of January
1, 1998 through December 31, 1999. Mr. Greenwald will continue to serve on the
Board of Directors.
Mr. Ira Smith, current President of Odyssey, also agreed to terminate his
existing employment contract. Odyssey will enter into a consulting agreement
with S.F.H. Associates, Inc. pursuant to which the consultant will provide the
consulting services of its employee Mr. Smith, for the period from February,
1998 through December, 1999. Mr. Smith will also continue to serve on the Board
of Directors.
Mr. Johan Schotte will also enter into a full time employment contract with
Odyssey commencing as of January 1, 1998 and ending on December 31, 1999, at a
rate of $150,000 per annum.
It is anticipated that Mr. Koshakji will also enter into a two-year employment
agreement for the 24-month period ending December 31, 1999, although the terms
of such agreement have not yet been finalized.
B) CHANGE IN SHAREHOLDING
In connection with the change in executive officers of Odyssey described above,
Flanders Film S.A., a Luxembourg corporation 20% owned by Mr. Schotte
("Flanders"), acquired $100,000 face value of deferred compensation Notes due
Mr. Smith and $130,000 face value of deferred compensation Notes due Mr.
Greenwald. Mr. Smith continues to hold additional deferred compensation notes
in the amount of approximately $71,000 due from Odyssey, and Mr. Greenwald
continues to hold additional deferred compensation notes in the amount of
approximately $41,000 due from Odyssey.
All deferred compensation Notes are convertible into shares of Common Stock of
Odyssey at a price equal to the average closing bid price of Odyssey's Common
Stock during the ten most recent trading days preceding the date of conversion.
Mr. Smith and Mr. Greenwald have agreed, however, not to convert their remaining
notes prior to January 1, 1999, unless at least 75% of the Notes assigned by
them to Flanders are converted prior thereto.
If Flanders were to exercise all conversion rights in the acquired Notes, it
would become the owner of 2,875,000 shares of Common Stock of Odyssey (21.8%),
based on the closing bid price of Odyssey's Common Stock as of February 23, 1998
and assuming conversion of all warrants and convertible securities. Although
Flanders has the sole power to direct the voting, disposition and investment of
its shares in Odyssey, Flanders also may agree to vote its shares in a manner
consistent with Mr. Schotte. To the extent Flanders might agree to follow the
voting direction of Mr. Schotte, Mr. Schotte would direct the voting of 23.7% of
the outstanding shares of Odyssey, assuming
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conversion of all outstanding warrants and convertible securities. There are
currently no such voting arrangements or understandings between Flanders and Mr.
Schotte.
Additionally, as reported in the joint 13D filing of Chardonnay Enterprises,
Ltd. ("Chardonnay"), A Hero From Zero N.V ("Hero"), Gold Leaf Pictures Belgium
b.v.b.a. ("Gold Leaf") and Johan Schotte, individually, dated as of May 23,
1997, each of Chardonnay, Hero and Gold Leaf has agreed to vote its respective
shareholdings in Odyssey in a manner consistent with Mr. Schotte. To the extent
each of Chardonnay, Hero and Gold Leaf continue to follow the voting direction
of Mr. Schotte, Mr. Schotte will direct the voting of 7.6% of the outstanding
shares of Odyssey, assuming conversion of all outstanding warrants and
convertible securities. At any time, any of Chardonnay, Hero or Gold Leaf has
the right to direct the voting, disposition and investment of its Odyssey shares
in a manner inconsistent with Mr. Schotte.
If all of Flanders, Chardonnay, Hero and Gold Leaf agreed to vote their
respective shareholdings in Odyssey in a manner suggested by Mr. Schotte, Mr.
Schotte would direct the vote of 29.4% of the outstanding voting shares of
Odyssey, assuming conversion of all outstanding warrants and convertible
securities.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Odyssey has engaged the firm of Want & Ender, CPA's, to serve as its accountants
in connection with the preparation of Odyssey's audited financial statements for
the fiscal year ended June 30, 1997.
ITEM 5. OTHER EVENTS
Odyssey has also agreed to acquire 18% of the outstanding equity shares of E3
Sports New Mexico, Inc., a New Mexico Corporation ("E3") and 18% of the
outstanding equity shares of Media Trust S.A., a Luxembourg corporation ("Media
Trust"), each from Flanders.
E3 (of which Mr. Schotte is a 23% indirect owner) is the 100% owner of The
Albuquerque Geckos, the second division American Soccer Team of New Mexico.
Odyssey will acquire the 18% ownership in E3 in exchange for a Promissory Note
in the amount of $135,000 due to Flanders, payable in full 12 months from the
date of issuance, but with a no-penalty prepayment option, at an escalating
interest rate of 8% during the first three months, 12% during the next three
months, 16% for the next three months and 20% for the final three months.
Odyssey believes that the purchase of the E3 interest is on commercially
reasonable terms.
Media Trust is a Luxembourg media production company owned 29% by Mr. Schotte
and 71% by Flanders (of which Mr. Schotte is also a 20% shareholder). Odyssey
will acquire the 18% ownership in Media Trust for a Promissory Note due to
Flanders in the amount of $315,000, payable in full 12 months from the date of
issuance, but with a no-penalty prepayment option, at an escalating interest
rate of 8% during the first three months, 12% during the next three months, 16%
for the next three months and 20% for the final three months. Odyssey believes
that the purchase of the Media Trust interest is on commercially reasonably
terms.
FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
All material Exhibits (including documents evidencing the transactions
herein described) will be filed by Amendment.
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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.
Odyssey Pictures Corporation
By: /s/ Stephen R. Greenwald
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Stephen R. Greenwald
Chief Executive Officer
Date: February 24, 1998
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