UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
DMX Inc.*
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
4592IL 10 4
(CUSIP Number)
Peter C. Walsh (702) 792-4868
Mirage Resorts, Incorporated
3260 South Industrial Road, Las Vegas, Nevada 89109
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 17, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement __. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Schedule 13d-1(a)
for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
*Formerly known as International Cablecasting Technologies,
Inc.
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SCHEDULE 13D
CUSIP No. 45921L 10 4 Page 2 of 11 Pages
1. Name of reporting person. S.S. or I.R.S. Identification
No. of above person: Stephen A. Wynn, ###-##-####.
2. Check the appropriate box if a member of a group.
(a)__ (b)__.
3. SEC use only.
4. Source of Funds. N/A.
5. Check if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e). __.
6. Citizenship or place of organization.
United States of America.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. Sole voting power. 50,000.
8. Shared voting power. 0.
9. Sole dispositive power. 50,000.
10. Shared dispositive power. 0.
11. Aggregate amount beneficially owned by each reporting
person. 50,000.
12. Check box if the aggregate amount in row (11) excludes
certain shares. __.
13. Percent of class represented by amount in row (11).
0.1%.
14. Type of reporting person. IN.
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United States Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D relates to the Schedule 13D,
as amended (the "Schedule 13D"), filed by Stephen A. Wynn with regard
to beneficial ownership of common stock, par value $.01 per share (the
"Common Stock"), of DMX Inc. (formerly known as International Cablecasting
Technologies, Inc.), a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 11400 West Olympic Boulevard,
Suite 1100, Los Angeles, California 90064.
The information set forth in the Schedule 13D is being restated in
accordance with Rule 101(a)(2)(ii) of Regulation S-T.
Item 2. Identity and Background.
(a) - (c), (f). This Statement is being filed on behalf of Stephen A. Wynn
(the "Reporting Person"). The Reporting Person is Chairman of the Board,
President and Chief Executive Officer of Mirage Resorts, Incorporated. The
Reporting Person's business address is 3400 Las Vegas Boulevard South, Las
Vegas, Nevada 89109. The Reporting Person is a citizen of the United States.
(d) During the last five years, the Reporting Person has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Not applicable.
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock which the Reporting
Person beneficially owns as of May 17, 1996 is 50,000 (which represents shares
which the Reporting Person has the right to acquire upon the exercise of a
currently exercisable stock option), representing less than 0.1% of the sum of
the 59,586,594 shares of Common Stock to be outstanding following consummation
on May 17, 1996 of certain reported transactions between the Issuer and Tele-
Communications, Inc. plus the 50,000 shares which the Reporting Person has the
right to acquire.
(b) The Reporting Person has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of all shares of Common Stock
beneficially owned by him.
(c) On May 17, 1996, the Reporting Person sold 5,700,000 shares of
Common Stock to Tele-Communications, Inc. for $2.00 per share in a privately
negotiated transaction pursuant to a Stock Purchase Agreement dated as of
May 13, 1996.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e) On May 17, 1996, the Reporting Person ceased to be the beneficial
owner of at least 5% of the shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On October 6, 1994, the Board of Directors of the Issuer, of which the
Reporting Person was a member at that time, granted the Reporting Person a
nonqualified stock option (the "Option"), pursuant to the Issuer's 1993 Stock
Option Plan (the "Plan"), to purchase 50,000 shares of Common Stock at an
exercise price of $2.50 per share. The Option became exercisable on October 6,
1995 and will expire on August 7, 1996 (90 days after the Reporting Person
resigned as a director of the Issuer). Copies of the agreement pursuant to
which the Option was granted and the Plan have previously been filed by the
Reporting Person.
On May 17, 1996, the Reporting Person sold 5,700,000 shares of Common
Stock to Tele-Communications, Inc. in a privately negotiated transaction
pursuant to a Stock Purchase Agreement dated as of May 13, 1996, a copy of
which is filed as Exhibit 1 hereto and incorporated herein by reference.
Except as disclosed herein, the Reporting Person is not a party to any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or
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calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Stock Purchase Agreement, dated as of May 13, 1996, between
Tele-Communications, Inc. and the Reporting Person.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
STEPHEN A. WYNN
May 17, 1996 STEPHEN A. WYNN
- ------------ ---------------
Date Stephen A. Wynn
6
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is
entered into as of the 13th day of May, 1996 by and between
TELE-COMMUNICATIONS, INC., a Delaware corporation (the
"Purchaser") and STEPHEN A. WYNN (the "Seller").
RECITALS
WHEREAS, an affiliate of Purchaser and Seller are
currently shareholders of DMX Inc., a Delaware corporation
(the "Company"); and
WHEREAS, on the terms and subject to the conditions
contained herein, Purchaser desires to purchase 5,700,000
shares of the Company's common stock ("the Shares") from the
Seller; and
WHEREAS, the Seller desires to sell all, but not
less than all, of the Shares to Purchaser.
NOW, THEREFORE, in consideration of the above
premises and of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Purchaser
and the Company do hereby agree as follows:
1. Purchase and Sale of the Shares. On the terms
and subject to the conditions contained herein, Purchaser
shall purchase from Seller, and Seller shall sell to the
Purchaser, the Shares for the amount of $11,400,000 (the
"Purchase Price").
2. Closing. The closing of the purchase and sale
of the Shares (the "Closing") shall be held at the offices of
Irell & Manella, 1800 Avenue of the Stars, Los Angeles, CA, or
at such other location as is agreed by the parties, as soon as
practicable following the execution of this Agreement and in
all events, not later than the later of the satisfaction of
the conditions to the parties' obligations hereunder and the
date on which the Company's merger with TCI-Euromusic, Inc. is
consummated. The purchase shall be completed by (i) Seller's
delivery of certificates evidencing the Shares together with
stock powers sufficient to cause the Shares to be transferred
to the name of Purchaser or its designee, and (ii) Purchaser's
delivery to Seller by wire transfer of the Purchase Price
pursuant to the instructions previously delivered to
Purchaser. If the Closing has not occurred prior to June 1,
1996, then either party may terminate this Agreement;
provided, however, that no party may so terminate this
Agreement if that party is in default of its obligations
hereunder.
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3. Representations, Warranties and
Acknowledgements of the Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser has the power and authority to
execute, deliver and perform this Agreement and to
consummate the transactions contemplated herein. The
execution, delivery and performance of this Agreement by
Purchaser has been duly authorized by all necessary
corporate action and do not require notice to, or the
consent or approval of, any governmental body or other
regulatory authority.
(b) No action taken by Purchaser with respect
to the transactions contemplated by this Agreement has
given rise or will give rise to payment of a finder's fee
or brokerage commission.
4. Acknowledgements and Agreements of the Purchaser.
Purchaser acknowledges and agrees as follows:
(a) The Shares have not been qualified under
the California Corporate Securities Law of 1968, as
amended, in reliance upon the exemption provided by
Section 25104(a) thereof, based upon, among other things,
the representations set forth herein.
(b) The Shares have not been registered (and
there is no obligation on the part of the Company to
register the Shares) under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance upon
exemptions contained in the Securities Act and the Rules
and Regulations promulgated by the Securities and
Exchange Commission under the Securities Act.
(c) The Shares are being acquired for
investment purposes and are to be held for the
undersigned's own account and are not being acquired
with a view to any distribution thereof.
(d) The certificate(s) representing the Shares
may bear upon their face a legend in substantially the
following form:
THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF.
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(e) Purchaser is a shareholder of the Company.
Purchaser is an accredited investor within the meaning
of the Securities Act, and is able to bear the risk of
the loss of its entire investment. Purchaser (a) has the
requisite knowledge and experience to assess the relative
merits and risks of a purchase of the Shares; (b) has
received and has carefully read and evaluated copies of
all documents relevant to the purchase and sale con-
templated hereby, including without limitation this
Agreement; and (c) has had full opportunity to ask
questions and receive answers concerning the transactions
contemplated hereby and thereby, and concerning the
Company, its business and financial condition.
5. Representations and Warranties of Seller.
Seller represents and warrants to Purchaser as follows:
(a) Seller has the power and authority to
execute, deliver and perform this Agreement and to
consummate the transactions contemplated herein. The
execution, delivery and performance of this Agreement by
Seller does not require notice to, or the consent or
approval of, any governmental body or other regulatory
authority.
(b) Seller is and at the time of the closing
will be the owner of the Shares and has good and
marketable title to the Shares free and clear of any and
all claims, liens, charges, restrictions, encumbrances,
security interests or other rights of any person.
(c) The Shares are all of the shares of the
Company owned by the Seller.
(d) No action taken by Seller with respect to
the transactions contemplated by this Agreement has given
rise or will give rise to payment of a finder's fee or
brokerage commission.
6. Conditions to Obligations of the Parties. The
obligations of each party to consummate the transactions
contemplated by this Agreement will be subject to the
satisfaction or waiver of the following conditions:
(a) all of the other party's representations
and warranties shall have been true when made and shall be
true as of the closing date, and the other party shall have
performed all of its obligations required to be performed
hereunder prior to the closing date;
(b) there shall not be an injunction issued by
a court of competent jurisdiction which bars the consummation
of the transactions contemplated by this Agreement. Should
such an injunction be in effect each of the parties shall use
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its reasonable best efforts to cause it to be dissolved so
that the sale may be consummated.
7. Survival of Representations, Warranties and
Covenants. All representations, warranties and covenants
contained herein shall survive the execution of this Agreement
and the consummation of the transactions contemplated hereby.
8. Further Assurances. Subject to the terms and
conditions of this Agreement, each of the parties to this
Agreement agrees to take, or cause to be taken, all actions
necessary, proper, or advisable under applicable laws to
consummate the transaction contemplated by this Agreement,
including but not limited to any further action that is
necessary to vest Purchaser with full title to the Shares.
9. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties hereto
and their respective heirs, representatives, successors and
assigns, but shall not be assignable by any party hereto
without the prior written consent of the other party hereto;
provided, however, that Purchaser may assign its rights under
this Agreement to any subsidiary of Purchaser, but shall not
thereby be relieved of its obligations under this Agreement.
10. Payment of Expenses. Each of the parties
hereto hereby covenants and agrees to pay its respective costs
and expenses incurred in negotiating, closing and carrying out
the transactions contemplated by this Agreement.
11. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of California, regardless of the choice of laws
provisions of California or any other jurisdiction.
12. Waivers Strictly Construed. No waiver of
compliance with any of the terms and conditions of this
Agreement shall be effective unless expressly contained in a
writing signed by the waiving party. No waiver of compliance
with any of the terms and conditions of this Agreement shall
be considered a waiver of any prior or succeeding breach of
the terms and conditions of this Agreement unless expressly so
stated in such writing.
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13. Legal Fees. If any party institutes or defends
a law suit or other legal proceeding to enforce, or because of
a breach of, the terms and conditions of this Agreement, the
prevailing party or parties shall be reimbursed, upon demand,
by the other party or parties, for the costs and expenses,
including without limitation reasonable attorneys' fees and
costs, of bringing or defending such law suit or other legal
proceeding.
14. Complete Agreement. This Agreement constitutes
the parties' entire agreement with respect to the subject
matter hereof and supersedes all agreements, representations,
warranties, statements, promises and understandings, whether
oral or written, with respect to the subject matter hereof.
None of the terms and conditions of this Agreement may be
amended, modified or supplemented, except by a writing
specifying such amendment, modification, or supplement signed
by the parties to this Agreement.
15. Invalid Provisions. If any term, provision,
covenant, or condition of this Agreement, or the application
thereof to any person or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable,
or void, the remainder of this Agreement and such term,
provision, covenant, or condition as applied to other persons
or circumstances shall remain in full force and effect.
16. Headings. The section headings in this
Agreement are inserted only as a matter of convenience, and in
no way define, limit, extend or interpret the scope of this
Agreement or of any particular section.
17. Counterparts. This Agreement is being executed
in two or more counterparts, each of which shall be deemed an
original but all of which shall constitute but one instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
TELE-COMMUNICATIONS, INC.
By: Stephen M. Brett
---------------------------
Stephen M. Brett
Executive Vice President
Stephen A. Wynn
--------------------------------
STEPHEN A. WYNN
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