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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): June 6, 2000
TRIMARK HOLDINGS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-18613 95-4272695
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4553 Glencoe Avenue, Suite 200, Marina del Rey, CA 90292
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (310) 314-2000
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
(b) In a press release dated June 6, 2000, Trimark Holdings, Inc.
("Trimark") and Lions Gate Entertainment Corp. ("LGE") announced that they have
signed a definitive agreement for a merger of Trimark into a newly formed,
wholly owned subsidiary of LGE in a cash and stock transaction valued at
approximately US$50,000,000.
Attached as Exhibits and incorporated herein by reference to this Form
8-K is a copy of the following documents: (a) Agreement and Plan of Merger dated
June 6, 2000 among LGE, LGE Merger Sub, Inc. and Trimark; (b) Lions Gate
Stockholders Voting Agreement dated June 6, 2000 by and between Trimark and
Frank Giustra; (c) Trimark Stockholders Voting Agreement dated June 6, 2000 by
and among LGE, Mark Amin and Reza Amin; (d) Registration Rights Agreement dated
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as of June 6, 2000 among LGE, Mark Amin and Reza Amin; (e) Employment Agreement
dated as of June 6, 2000 between LGE and Mark Amin; and (f) press release, dated
June 6, 2000, of Trimark and LGE.
Item 7. Exhibits.
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c. Exhibits.
2.1 Agreement and Plan of Merger dated June 6, 2000 among LGE, LGE
Merger Sub, Inc. and Trimark (schedules and certain exhibits are
omitted and will be furnished supplementally to the Commission
upon request)
2.2 Lions Gate Stockholders Voting Agreement dated June 6, 2000 by
and between Trimark and Frank Giustra
2.3 Trimark Stockholders Voting Agreement dated June 6, 2000 by and
among LGE, Mark Amin and Reza Amin
2.4 Registration Rights Agreement dated as of June 6, 2000 by and
among LGE, Mark Amin and Reza Amin
2.5 Employment Agreement dated as of June 6, 2000 between LGE and
Mark Amin (certain schedules are omitted and will be furnished
supplementally to the Commission upon request)
99 Press Release issued by Trimark and LGE on June 6, 2000
2
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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.
TRIMARK HOLDINGS, INC.
(Registrant)
By: /s/ Jeff Gonzalez
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Jeff Gonzalez
Chief Financial Officer and
Secretary
Dated: June 16, 2000
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Method of
No. Description Filing
------- ----------- ---------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated June 6, 2000 Filed
among LGE, LGE Merger Sub, Inc. and Trimark electronically
(schedules and certain exhibits are omitted and herewith
will be furnished supplementally to the Commission
upon request)
2.2 Lions Gate Stockholders Voting Agreement dated Filed
June 6, 2000 by and between Trimark and electronically
Frank Giustra herewith
2.3 Trimark Stockholders Voting Agreement dated Filed
June 6, 2000 by and among LGE, Mark Amin and electronically
Reza Amin herewith
2.4 Registration Rights Agreement dated as of Filed
June 6, 2000 by and among LGE, Mark Amin electronically
and Reza Amin herewith
2.5 Employment Agreement dated as of June 6, 2000 Filed
between LGE and Mark Amin (certain schedules are electronically
omitted and will be furnished supplementally to the herewith
Commission upon request)
99 Press Release issued by Trimark and LGE on Filed
June 6, 2000 electronically
herewith
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