SECURITIES AND EXCHANGE COMMISSION
PRIVATE
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):July 14, 1998
Odyssey Pictures Corporation
(Exact name of registrant as specified in its charter)
Nevada 0-18954 95-4269048
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1601 Elm Street, Suite 4000, Dallas, Texas 75201
(Address of principal executive offices)
Registrant's telephone number, including area code: 214-720-1622
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 14, 1998, the Company entered into an Asset Purchase Agreement with
Sweden-based Kimon Mediarright KB ("Kimon"), pursuant to which the Company
acquired certain intangible assets from Kimon valued at $4,500,000. In exchange,
the Company agreed to issue to Kimon 4,500,000 shares of the Company's
subordinated convertible Preferred Stock, Series B, having a value for
conversion purposes of $1.00 per share. The Series B Preferred Stock is
subordinate to the Company's Series A Preferred Stock, consisting of 500,000
shares (plus accruals thereunder) having a liquidation preference of $1.00 per
share. Kimon will have the right to convert to Odyssey common stock between June
30, 2000 and December 31, 2000 on a dollar-for-dollar basis based on the price
of the Company's common stock at the time of conversion. Kimon assets purchased
consist of a film library with worldwide and/or Scandinavian distribution rights
and Scandinavian video distribution rights to certain Hallmark Entertainment
products. The contract was conditioned on the consent of Hallmark Entertainment
to the assignment of its distribution agreement with Kimon to the Company. Such
consent was obtained in August, 1998. In connection with the acquisition, an
affiliate of Kimon agreed to render management services to the Company in
connection with the marketing of the distribution rights acquired by the
Company. In consideration of such management services, the affiliate will
receive certain royalties based on sales of the Hallmark films plus
reimbursement of costs incurred in connection with such management services.
Item 7. Financial Statements and Exhibits.
Financial Statements of Businesses Acquired.
Not required under provisions of Rule 11-01(d) of Article 11 of Regulation S-X.
Pro forma Financial Information.
Not required under provisions of Rule 11-01(d) of Article 11 of Regulation S-X.
(c) Exhibits.
10.32 Asset Purchase Agreement between the Company and Kimon Mediaright KB,
dated July 14, 1998. (Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended June 30, 1997, File No. 0-18954).
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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/ Johan Schotte
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Johan Schotte, CEO and Chairman
Date: January 7, 1999
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