SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 1-10781
LANCIT MEDIA ENTERTAINMENT, LTD.
(Exact name of registrant as specified in its charter)
New York
13-3019470_________
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
601 West 50th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 977-9100
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes: x No:
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of voting and non-voting common equity
held by non-affiliates: $12,440,156 on December 3, 1997.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 6,634,750 shares of
Common Stock, par value $.001 per share, outstanding on December 3, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
The undersigned registrant (the "Registrant") hereby amends the following
items of its Annual Report on Form 10-K for the fiscal year ended June 30, 1997
(the "Annual Report") as follows:
1. The Registrant hereby deletes the table set forth under the caption "Summary
Compensation Table" in Item 11 of the Annual Report and replaces such table in
its entirety as follows:
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Securities All
Annual Underlying Other
Name and Year Salary Bonus Compensation Options/SARs(1) Compensation
Principal Ended ($) ($) ($) (#) ($)
Position June 30,
Susan L. 1997 $108,814 $150,000(2) $5,625(3) 750,000(4)/ -
Solomon 255,000(5)
Chief 1996 - - - - -
Executive 1995 - - - - -
Officer
and
Chairman
of the
Board of
Directors*
Cecily 1997 $150,000 - $ 9,661(7) 45,000/0(8) $10,159(12)
Truett 1996 146,600 $ 2,000(6) 19,803(7) - 6,247(12)
Co-
President** 1995 133,300 10,665(6) 34,829(7) - 8,528(12)
Laurence 1997 $150,000 - $16,870(9) 45,000/0(8) $12,785(13)
A. Lancit 1996 146,600 $ 2,000(6) 28,587(9) - 7,988(13)
Co-
President***1995 133,300 10,665(6) 11,750(9) - 11,994(13)
Arlene J. 1997 $125,000 $ 1,000(6) - 15,000/0(11) $ 3,780(14)
Scanlan 1996 125,000 2,000(6) - - 4,070(14)
President 1995 125,000 10,665(6) - 5,000/0(11) 3,810(14)
of
Strategy****
Noel 1997 $127,083 $ 750(6)$ 7,200(10) 33,000/0(11) $ 2,898(15)
Resnick 1996 46,875 - 2,700(10) 66,000/0(16) -
Senior 1995 - - - - -
Vice
President
- -
Development
* Became Chief Executive Officer and Chairman of the Board commencing April
1, 1997.
** Was Chief Executive Officer and Chairman of the Board through March 31,
1997.
*** Was President and Chief Operating Officer through March 31,
1997.
**** Terminated, effective September 23, 1997.
(1) All options listed were granted pursuant to either the 1990
Stock Option Plan (as amended, the "1990 Plan") or the 1997 Stock Incentive
Plan (as amended, the "1997 Plan"), as indicated. Stock appreciation rights
("SARs") were granted under the Company's 1997 Value Incentive Bonus
Program. Option exercise prices and SAR measuring values were at or above
the fair market value of the Company's Common Stock as reported on NASDAQ
on the date of grant (see "Executive Compensation - Option/SAR Grants In
Last Fiscal Year", below).
(2) Ms. Solomon earned a signing bonus of $150,000 upon her
hiring.
(3) Ms. Solomon received other annual compensation as follows: auto expense
allowance of $5,625. Does not include $24,755 paid by the Company for
advisory services to Ms. Solomon in connection with her employment
contract, which the Company determined was not compensation to her.
(4) Consists of (i) options to purchase 255,000 shares of the Company's Common
Stock granted pursuant to the 1997 Plan (the "1997 Plan Option"), subject
to approval of such plan or such options by the Company's shareholders; and
(ii) options to purchase 495,000 shares of the Company's Common Stock
granted pursuant to the 1990 Plan.
(5) SARs are subject to cancellation upon approval by the Company's
shareholders of either the 1997 Plan or the 1997 Plan Option. Does not
include 700,000 SARs which were granted on March 31, 1997 and canceled on
June 20, 1997.
(6) Officers, as a group, under an incentive bonus plan (the "Bonus Plan"),
receive a bonus of 5% of pre-tax income (before bonus), for a fiscal year,
provided that (i) pretax income (before bonus) for such fiscal year is at
least $250,000, (ii) net income for such fiscal year exceeds net income for
the prior fiscal year, and (iii) net income is at least $.05 per share
(adjusted for stock splits and stock dividends), on a fully diluted basis.
No amounts were accrued under the Bonus Plan for fiscal 1997 or fiscal
1996. $77,987 was accrued under the Bonus Plan for fiscal 1995 and each
eligible individual received $8,665 which was paid in fiscal 1996. Other
bonus amounts shown are holiday bonuses for which all employees are
eligible. The amounts of these bonuses are determined at the discretion of
management.
(7) Ms. Truett received other annual compensation in the form of royalty
payments as one of the creators of The Puzzle Place of $9,661, $19,803 and
$34,830 in fiscal 1997, 1996 and 1995, respectively.
(8) Granted pursuant to the 1997 Plan. Stock options granted under the 1997
Plan are generally exercisable for a period of up to 10 years from the date
of grant at an exercise price which is not less than the fair market value
of the Company's Common Stock on the date of grant. Stock options granted
under the 1997 Plan generally vest on or before the first anniversary of
the date of grant. The 1997 Plan is subject to approval by the Company's
shareholders.
(9) Mr. Lancit received other annual compensation as follows: auto expense
allowance of $16,871, $15,280 and $11,750 in fiscal 1997, 1996 and 1995,
respectively; and fees for his services as a director of Reading Rainbow in
the amount of $13,307 in fiscal 1996.
(10) Ms. Resnick received other annual compensation as follows: auto expense
allowance of $7,200 and $2,700 in fiscal 1997 and 1996, respectively.
(11) Granted pursuant to the 1990 Plan. Stock options granted under the 1990
Plan are generally exercisable for a period of up to 10 years from the date
of grant at an exercise price which is not less than the fair market value
of the Common Stock on the date of the grant, except that the term of an
incentive stock option granted under the 1990 Plan to a shareholder owning
more than 10% of the outstanding Common Stock may not exceed five years and
its exercise price may not be less than 110% of the fair market value of
the Common Stock on the date of the grant. Stock options granted under the
1990 Plan generally vest on or before the first anniversary of the date of
grant.
(12) Ms. Truett received other annual compensation as follows: employer paid
life insurance of $5,660, $1,590, and $4,339 in fiscal 1997, 1996 and 1995,
respectively; employer 401(k) contributions of $4,500, $4,658 and $4,189 in
fiscal 1997, 1996 and 1995, respectively.
(13) Mr. Lancit received other compensation as follows: employer paid life
insurance of $8,285, $3,330 and $7,362 in fiscal 1997, 1996 and 1995,
respectively; employer 401(k) contributions of $4,500, $4,657 and $4,632 in
fiscal 1997, 1996 and 1995, respectively.
(14) Ms. Scanlan received other compensation as follows: employer 401(k)
contributions of $3,780, $4,070 and $3,810 in fiscal 1997, 1996 and 1995,
respectively.
(15) Ms. Resnick received other compensation as follows: employer 401(k)
contributions of $2,898 in fiscal 1997.
(16) Canceled in connection with the Rejuvenation (as defined below).
2. The Registrant hereby deletes the information set forth under the caption
"Employment Contracts" in Item 11 of the Annual Report and replaces such
information in its entirety as follows:
Effective as of April 1, 1997, the Company entered into an employment
agreement with Susan L. Solomon in connection with her appointment as Chairman
of the Board and Chief Executive Officer, which employment agreement was amended
as of June 20, 1997 and December 17, 1997. The agreement has a three-year term
and is subject to renewal such that, unless and until terminated by either
party, the remaining term thereof is never less than two years. Annual base
salary thereunder is $350,000, subject to increase from year to year by a
minimum amount based on the annual increase in the consumer price index, with
the actual amount of the increase being determined by the Board of Directors. In
addition, the agreement calls for Ms. Solomon to receive, on an annual basis, a
performance bonus equal to a set percentage of certain established, annually
increasing levels of the Company's pretax income, and additional bonus payments
in the event of certain third-party investments in the Company. Ms. Solomon is
also entitled to participate in the Bonus Plan. Following a change in control,
as defined in the employment agreement, Ms. Solomon would be entitled to a
lump-sum payment in an amount equal to her base salary and bonus payable for two
years, unless Ms. Solomon notifies the Company prior to the effectiveness of
such change in control that she wishes to continue in its employ following such
change in control. Pursuant to her employment agreement, Ms. Solomon also
received certain stock options and stock appreciation rights (see "Executive
Compensation - Option/SAR Grants in Last Fiscal Year" below).
In October 1995, the Company entered into employment agreements, covering
the term from October 1, 1995 to October 1, 1998, with each of Cecily Truett and
Laurence A. Lancit. Each agreement provides for a base annual salary starting at
$150,000 for the first year, subject to increases in each of the remaining two
years in a minimum amount based on the annual increase in the consumer price
index, with the actual amount of the increase being determined by the Board of
Directors. Each of Ms. Truett and Mr. Lancit is eligible to participate in the
Bonus Plan. Following a change in control of the Company, as defined in each
such agreement, each of Ms. Truett and Mr. Lancit could terminate her or his
employment with the Company for any reason within one year after the change in
control and certain provisions of the employment agreement relating to future
employment would not apply. Additionally, in the event that the Company
terminates the employment of either of Ms. Truett or Mr. Lancit, other than for
cause, within one year following a change in control, Ms. Truett and/or Mr.
Lancit, as the case may be, would receive a lump-sum payment in the amount of
the greater of (i) her or his then existing annual base salary or (ii) the
balance of her or his base salary due for the remaining term of the employment
agreement.
In September 1997, the Company and Noel Resnick executed an employment
agreement, covering the term from February 16, 1996 to February 16, 1998. The
agreement provides for an annual base salary of $125,000 in the first year and
at least $130,000 in the second year. Ms. Resnick is eligible to participate in
the Bonus Plan.
3. The Registrant hereby deletes the table set forth under the caption
"Option/SAR Grants in Last Fiscal Year" in Item 11 of the Annual Report and
replaces such table in its entirety as follows:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Potential Realizable Value at
Individual Grants Assumed Annual Rates of
Stock Price Appreciation for
Option Term(5)
Number of % of
Securities Total
Underlying Options/
Options/ SARs Exercise
SARs Granted or Expiration
Name Granted to Base Date 0%($) 5%($) 10%($)
(#)(1) Employees Price
in ($/Sh)(1)
Fiscal
Year(4)
Susan L. 495,000(2),(9) 41.8% 3.15625 03-31-07 - 1,296,745 5,921,282
Solomon, 255,000(8),(10) 21.6% 3.15625 03-31-07(6) - 668,020 3,050,358
Chief 255,000(3),(11) 21.6% 3.15625 03-31-07(7) - 668,020 3,050,358
Executive
Officer
and
Chairman
of the
Board*
Cecily
Truett, 45,000(3),(12) 3.8% 3.15625 06-20-07 - 117,886 538,298
Co-President**
Laurence
A. Lancit, 45,000(3),(12) 3.8% 3.15625 06-20-07 - 117,886 538,298
Co-President***
Arlene J.
Scanlan, 15,000(2),(13) 1.3% 3.15625 12-23-97(13) - 39,295 179,432
President,
The
Strategy
Licensing
Company,
Inc.****
Noel
Resnick, 33,000(2),(14) 2.8% 3.15625 06-20-07 - 86,450 394,752
Senior
Vice
President-Development
* Became Chief Executive Officer and Chairman of the Board commencing April 1,
1997.
** Was Chief Executive Officer and Chairman of the Board through March 31,
1997.
*** Was President and Chief Operating Officer through March 31, 1997.
****Terminated, effective September 23, 1997.
(1) All options listed were granted pursuant to either the 1990 Plan
or the 1997 Plan, as indicated. Stock appreciation rights ("SARs") were
granted under the Company's 1997 Value Incentive Bonus Program. Option
exercise prices and SAR measuring values were equal to the average of the
last bid and the last ask prices of the Company's Common Stock as reported
on NASDAQ on the date of grant.
(2) Granted pursuant to the 1990 Plan. Stock options granted under the 1990 Plan
are generally exercisable for a period of up to 10 years from the date of
grant at an exercise price which is not less than the fair market value of
the Common Stock on the date of the grant, except that the term of an
incentive stock option granted under the 1990 Plan to a shareholder owning
more than 10% of the outstanding Common Stock of the Company may not exceed
five years and its exercise price may not be less than 110% of the fair
market value of the Common Stock on the date of the grant. Stock options
granted under the 1990 Plan generally vest on or before the first
anniversary of the date of grant. The 1990 Plan provides for accelerated
vesting upon the occurrence of certain transactions which would otherwise
cause such options to be extinguished.
(3) Granted pursuant to the 1997 Plan. Stock options granted under the 1997 Plan
are generally exercisable for a period of up to 10 years from the date of
grant at an exercise price which is not less than the fair market value of
the Company's Common Stock on the date of grant. Stock options granted under
the 1997 Plan generally vest on or before the first anniversary of the date
of grant. Options granted under the 1997 Plan provide for accelerated
vesting upon the occurrence of certain transactions which would otherwise
extinguish such options. The 1997 Plan is subject to approval by the
Company's shareholders.
(4) Based on the total number of stock options and SARs granted to all employees
and directors of the Company under the Company's various stock incentive
plans during the fiscal year ended June 30, 1997, or a total of 1,182,350
rights. Excludes (i) 255,000 rights granted to Ms. Solomon, as either the
255,000 SARs or the 1997 Plan Option will be canceled on or prior to March
31, 1998 (see Notes 6 and 7 below) and (ii) 700,000 SARs which were granted
to Ms. Solomon on March 31, 1997 and were canceled on June 20, 1997.
(5) The dollar amounts shown under these columns are the results of calculations
at 0% and at the 5% and 10% rates set by the SEC for the maximum option term
and are not intended to, and may not accurately, forecast possible future
appreciation, if any, in the price of the Company's Common Stock.
(6) Subject to cancellation if either the 1997 Plan Option or the 1997 Plan is
approved by the shareholders of the Company on or prior to March 31, 1998.
(7) Subject to cancellation if the 1997 Plan Option or the 1997 Plan is not
approved by the shareholders of the Company on or prior to March 31, 1998.
(8) SARs granted pursuant to the Company's 1997 Value Incentive Bonus Program
(as amended, the "Program"). SARs granted under the Program are generally
convertible for a period of up to 10 years from the date of grant at a
measuring price equal to the fair market value of the Company's Common Stock
on the date of grant.
(9)Options become exercisable on the earlier to occur of (i) October 1, 1997,
or (ii) a change in control of the Company. Options granted in partial
replacement of the cancellation of 700,000 SARs (see Note 10 below).
(10)SARs become payable upon conversion in cash or common stock, at the option
of the Company, upon the earliest to occur of (i) a meeting, which is
required to be held no later than March 31, 1998, at which the Company's
shareholders decline to approve or ratify the 1997 Plan or the 1997 Plan
Option, (ii) March 31, 1998, or (iii) a change in control of the Company.
Upon approval or ratification by the shareholders on or before March 31,
1998 of either the 1997 Plan or the 1997 Plan Option, the SARs granted
pursuant to the Program will be canceled. SARs remain convertible until
March 31, 2007, unless earlier canceled in accordance with their terms. Does
not include 700,000 SARs which were granted to Ms. Solomon on March 31, 1997
and canceled on June 20, 1997
(11)Options become exercisable on the later to occur of (i) October 1, 1997 or
(ii) the date the 1997 Plan or the 1997 Plan Option is approved or ratified
by the Company's shareholders at the meeting described in Note 10 above;
provided that if the 1997 Plan Option or the 1997 Plan has been approved or
ratified by the Company's shareholders and if the 1997 Plan Option is not
already exercisable in accordance with its terms, the 1997 Plan Option would
become exercisable upon a change in control of the Company.
(12)22,500 options became exercisable on the date of grant; the remaining 22,500
options become exercisable on June 20, 1998.
(13)Granted in connection with the Company's stock option "rejuvenation" program
(the "Rejuvenation"), pursuant to which each employee of the Company,
including executive officers, could elect to forfeit the stock options held
by him or her which were previously granted pursuant to the 1990 Plan, in
exchange for an option to purchase one-half the number of shares of Common
Stock of the Company as was represented by the options so forfeited. In each
instance, the vesting schedule of the forfeited option was retained, but a
new exercise price equal to the fair market value of the Company's Common
Stock on June 20, 1997 and a new expiration date of 10 years from June 20,
1997 was assigned. Options became exercisable on the date of grant. Due to
Ms. Scanlan's termination of employment, these options will expire on
December 23, 1997.
(14)Granted pursuant to the Rejuvenation. 15,000 options became exercisable on
the date of grant; 7,500 become exercisable on February 15, 1998; 3,500
options become exercisable on the earlier to occur of (i) the Company
meeting certain performance goals or (ii) January 17, 2006; 7,500 options
become exercisable on the earlier to occur of (i) the Company meeting
certain performance goals or (ii) February 9, 2007.
4. The Registrant hereby deletes the information set forth under the caption
"Compensation of Directors" in Item 11 of the Annual Report and replaces such
information in its entirety as follows:
Directors who are not also employed by the Company presently receive
$1,500 semi-annually, as compensation for serving on the Board.
In addition, in December 1994, the Company adopted the 1994 Non-Employee
Director Non-Qualified Stock Option Plan (as amended, the "1994 Plan")
authorizing the issuance of options for the purchase of a total of up to 45,000
shares of the Company's Common Stock. Only non-employee directors of the Company
are eligible to participate in the 1994 Plan. The 1994 Plan provides that each
non-employee director shall be granted options to purchase 3,000 shares of the
Company's Common Stock on the day of his or her initial appointment to the Board
of Directors and annually thereafter on the day of his or her re-election. The
exercise price per share for each option granted is the fair market value of the
Company's Common Stock on the date of grant. Each option is exercisable in full
one year from the date of grant and expires no later than ten (10) years from
the date of grant. The 1994 Plan provides for accelerated vesting upon the
occurrence of certain transactions which would otherwise cause such options to
be extinguished.
In addition to the options automatically granted under the 1994 Plan, on
June 20, 1997, each of Messrs. Bailin, Costantino, Faxon, Kling and Towbin
received an option to purchase 5,000 shares of the Company's Common Stock at an
exercise price of $3.15625 under the Company's 1997 Plan, subject to approval of
the 1997 Plan by the Company's shareholders. Each option becomes exercisable in
full one year from the date of grant and expires no later than ten (10) years
from the date of grant. Options granted under the 1997 Plan provide for
accelerated vesting upon the occurrence of certain transactions which would
otherwise cause such options to be extinguished.
Upon Mr. Towbin's resignation on October 16, 1997, the options
granted to him under each of the 1994 Plan and the 1997 Plan was
canceled.
<PAGE>
5. The Registrant hereby deletes the table set forth under the caption "Security
Ownership" in Item 12 of the Annual Report and replaces such table in its
entirety as follows:
SECURITY OWNERSHIP
Percent
Amount and Nature of Class
of Beneficial (%)
Ownership
Name and Address of Beneficial Owners
Discovery Communications, Inc.
7700 Wisconsin Avenue
Bethesda, Maryland
20814....................................... 876,232.(1) 12.4%
Directors and Executive Officers (2)
Laurence A. Lancit.......................... 575,613 (3) 8.6%
Cecily Truett............................... 575,613 (3) 8.6%
Susan L. Solomon............................ 495,000 (4) 6.9%
Arlene J. Scanlan**......................... 55,000 (5) *
Noel Resnick................................ 15,000 (6) *
John R. Costantino.......................... 29,400 (7) *
Marc L. Bailin.............................. 27,000 (8) *
Joseph Kling................................ 8,000 (9) *
Roger C. Faxon.............................. 2,000(10) *
A. Robert Towbin***......................... - (11) *
All Directors and Executive Officers as a
Group (16 persons).......................... 1,876,906(12) 25.4%
* Less than 1%.
** Terminated, effective September 23, 1997.
*** Resigned, effective October 16, 1997.
(1) Includes 438,116 shares which Discovery Communications, Inc. has the right
to acquire upon the exercise of currently exercisable warrants. The
foregoing information is derived from the Statement on Schedule 13D of
Discovery Communications, Inc., filed with the SEC on September 27, 1996.
(2) The address for each of the directors and executive officers is c/o Lancit
Media Entertainment, Ltd., 601 West 50th Street, New
York, New York 10019.
(3) Laurence A. Lancit and Cecily Truett are husband and wife. The number of
shares shown for each of them includes (i) 553,113 shares of Common Stock
held by each of them individually, and (ii) 22,500 shares of Common Stock
which are the subject of currently exercisable stock options. The number
of shares shown for each of them excludes (i) 2,932 held by their
children, as to which each disclaims beneficial ownership, (ii) 40,080
shares held by a trust for the benefit of their children, as to which each
disclaims beneficial ownership, and (iii) 553,113 shares of Common Stock
held by the other, as to which each disclaims beneficial ownership, and
(iv) 22,500 shares of Common Stock which are the subject of options which
are not currently exercisable and will not become exercisable within 60
days.
(4) Includes 495,000 shares which are the subject of options granted to Ms.
Solomon which are currently exercisable. Excludes (i) 255,000 shares which
are the subject of options granted to Ms. Solomon which are not currently
exercisable and will not become exercisable within 60 days and are subject
to ratification by the Company's shareholders, and (ii) any shares which
may be issuable, at the option of the Company, upon the conversion of
certain currently convertible stock appreciation rights which were granted
to Ms. Solomon.
(5) Includes 15,000 shares of Common Stock which are the subject of options
granted to Ms. Scanlan which are currently exercisable. Due to Ms.
Scanlan's termination of employment on September 23, 1997, unless these
options are earlier exercised, these options will terminate on December
23, 1997.
(6) Includes 15,000 shares of Common Stock which are the subject of options
granted to Ms. Resnick which are currently exercisable. Excludes 18,000
shares of Common Stock which are the subject of options granted to Ms.
Resnick which are not currently exercisable and will not become
exercisable within 60 days.
(7) Includes (i) 13,400 shares which Walden Partners Ltd., of which Mr.
Costantino is a vice president, director and principal, has the right to
acquire upon the exercise of currently exercisable stock options, and (ii)
6,000 shares which Mr. Costantino has the right to acquire upon the
exercise of currently exercisable stock options. Excludes 8,000 shares of
Common Stock which are the subject of options granted to Mr. Costantino
which are not currently exercisable and will not become exercisable within
60 days.
(8) Includes 6,000 shares which Mr. Bailin has the right to acquire upon the
exercise of currently exercisable stock options. Excludes (i) 15,000
shares owned by Marie Valdes, M.D., wife of Mr. Bailin, as to which shares
Mr. Bailin disclaims any beneficial interest, and (ii) 8,000 shares of
Common Stock which are the subject of options granted to Mr. Bailin which
are not currently exercisable and will not become exercisable within 60
days.
(9) Includes 6,000 shares of Common Stock which Mr. Kling has the right to
acquire upon the exercise of currently exercisable stock options. Excludes
8,000 shares of Common Stock which are the subject of options granted to
Mr. Kling which are not currently exercisable and will not become
exercisable within 60 days.
(10) Excludes 8,000 shares of Common Stock which are the subject of options
granted to Mr. Faxon which are not currently exercisable and will not
become exercisable within 60 days.
(11) Excludes 8,000 shares of Common Stock which are the subject of options
granted to Mr. Towbin which are not currently exercisable and will not
become exercisable within 60 days. Upon Mr. Towbin's resignation on
October 16, 1997, these options were canceled.
(12) Includes an aggregate of 733,400 shares of Common Stock which the
executive officers and directors have the right to acquire upon the
exercise of currently exercisable stock options or stock options which
become exercisable within 60 days, including 15,000 shares of Common Stock
subject to stock options held by Ms. Scanlan, whose employment was
terminated effective September 23, 1997. Excludes an aggregate of 888,500
shares which are the subject of options granted to the executive officers
and directors which are not currently exercisable and will not become
exercisable within 60 days, including 8,000 shares of Common Stock subject
to stock options held by Mr. Towbin which were subsequently canceled.
6. The Registrant hereby amends the list of exhibits set forth in Item 14(a)(3)
of the Annual Report to include the following additional exhibit, filed
herewith:
10.21 Amendment No. 2, dated as of December 17, 1997, to the Employment
Agreement, dated as of March 31, 1997, between the Registrant and
Susan Solomon (filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: December 19, 1997
LANCIT MEDIA ENTERTAINMENT, LTD.
By: /s/ GARY APPELBAUM
----------------------
Gary Appelbaum
Senior Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.
Name Title(s) Date
- ---------------------- ---------------------------- ------------------
Chairman of the Board,
Chief Executive Officer
/s/ SUSAN L. SOLOMON and Director December 19, 1997
---------------------- (Principal Executive
Susan L. Solomon Officer)
/s/ LAURENCE A. LANCIT Co-President and Director December 19, 1997
----------------------
Laurence A. Lancit
/s/ CECILY TRUETT Co-President and Director December 19, 1997
----------------------
Cecily Truett
Senior Vice President, December 19, 1997
Chief Financial Officer
/s/ GARY APPELBAUM and Treasurer (Principal
---------------------- Financial and Accounting
Gary Appelbaum Officer)
/s/ MARC L. BAILIN Secretary and Director December 19, 1997
----------------------
Marc L. Bailin
Director
----------------------
Joseph Kling
/s/ JOHN R. COSTANTINO Director December 19, 1997
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John R. Costantino
Director
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Roger C. Faxon
Exhibit 10.21
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of December 17, 1997 to the Employment Agreement
(the "Agreement") dated as of March 31, 1997 between LANCIT MEDIA ENTERTAINMENT,
LTD., a New York corporation ("Employer") and SUSAN SOLOMON ("Executive").
W I T N E S S E T H:
WHEREAS, Employer and Executive entered into the Agreement on March 31,
1997; and
WHEREAS, Employer and Executive entered into Amendment No. 1 to the
Agreement on June 20, 1997 (Amendment No. 1); and
WHEREAS, the Board of Directors of Employer has approved the extension of
certain provisions of the Agreement; and
WHEREAS, capitalized terms used in this Amendment and not separately
defined shall have the meanings ascribed thereto in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Agreement as follows:
1. Each of Paragraphs 3(f)(iii), (iv) and (vii)(A) and 3(g)(ii) of the
Agreement is hereby amended to delete each reference therein to
"December 31, 1997" and replace each such reference with "March 31,
1998".
2. Section 2 of Schedule A to the Agreement, as amended by Amendment No.
1, is hereby amended to delete the reference therein to "December 31,
1997" and replace such reference with "March 31, 1998".
3. Section 1 of Exhibit C to the Agreement, as amended by Amendment No.
1, is hereby amended to delete the reference therein to "December 31,
1997" and replace such reference with "March 31, 1998".
4. Section 4(b) of Exhibit C to the Agreement, as amended by Amendment
No. 1, is hereby amended to delete the reference therein to "January
1, 1998" and replace such reference with "April 1, 1998".
5. Subject to the amendments effected hereby, the Agreement shall remain
in full force and effect.
6. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
Attest: LANCIT MEDIA ENTERTAINMENT, LTD.
/s/ MARC L. BAILIN By: /s/ LAURENCE A. LANCIT
Secretary Laurence A. Lancit
/s/ SUSAN SOLOMON
Susan Solomon
