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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 25, 1997
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UC TELEVISION NETWORK CORP.
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Delaware 0-199999 13-3557317
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(state of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
645 Fifth Avenue-East Wing, New York, New York 10022
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(Address of principal office)
Registrant's telephone number, including area code (212) 888-0617
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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Pursuant to a Purchase Agreement dated April 25, 1997 (the "Purchase
Agreement") between UC Television Network Corp. (the "Company") and U-C
Holdings, L.L.C., a Delaware limited liability company (the "Purchaser"), the
Company issued to the Purchaser on April 25, 1997 (the "Closing Date")
29,090,909 shares of the Company's common stock, $0.001 par value per share (the
"Common Stock") and a warrant to purchase an additional 3,863,662 shares of the
Company's Common Stock and the Purchaser acquired rights pursuant to certain
Equity Protection Agreements to protect its equity ownership interest from
dilution upon the exercise by third parties of options or warrants to acquire
Company Common Stock (such Common Stock, Warrant and rights pursuant to the
Equity Protection Agreements are referred to herein collectively as the
"Purchased Securities") for a total purchase price of $16,200,000 (the "Purchase
Price"). The purchase price per share of the Common Stock was $.55 and the
exercise price per share of the warrant is $.55 per share. As of the Closing
Date, there were issued and outstanding 40,075,766 shares of Common Stock of the
Company, 29,090,909 of which were beneficially owned by the Purchaser,
representing approximately 72.6% of the outstanding shares of the Company's
Common Stock. The warrant purchased by the Purchaser on the Closing Date
entitles the Purchaser to purchase an additional 3,863,662 shares of the
Company's Common Stock. The warrant is exercisable after April 25, 1999
(subject to certain acceleration provisions) and terminates on April 25, 2004.
Pursuant to the Purchase Agreement, the Purchaser, the Company and LaSalle
National Bank, as escrow agent, entered into an escrow agreement on the Closing
Date (the "Escrow Agreement") pursuant to which the Company placed the Purchase
Price into escrow and, following issuance of the Purchased Securities to the
Purchaser, the Purchaser placed the Purchased Securities in escrow. The
Purchaser paid the Purchase Price by the payment of $29,090.91 in cash and a
promissory note payable to the Company in the amount of $16,170,909.09 (the
"Note"). The Note provides that it shall be due and payable
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immediately upon release of the Purchased Securities from escrow. The
Purchaser's source of funds for payment of the Purchase Price is contributions
of capital by its members.
The Purchased Securities held in escrow were issued on the Closing Date and
are outstanding securities of the Company. The Purchaser is entitled to cast
any vote or give any consent or waiver with respect to the Purchased Securities
prior to their release from escrow. The Purchased Securities shall be released
from escrow to the Purchaser and the cash and the Note shall be released to the
Company following satisfaction of certain conditions set forth in the Escrow
Agreement, including the release, waiver or termination of a certain right of
first refusal previously granted by the Company to an investment banking firm
with regard to the issuance of capital stock of the Company. If the conditions
specified in the Escrow Agreement to the release from escrow are not timely
satisfied and the Purchaser delivers instructions to the Escrow Agent, the
Escrow Agent will release the cash and the Note to the Purchaser and the
Purchased Securities to the Company, and all transactions contemplated by the
Purchase Agreement (including the appointment of new directors) shall be
rescinded.
By virtue of Holdings' ownership of the Purchased Securities, Holdings has
the voting power to elect all members of the Company's Board of Directors.
Pursuant to the Limited Liability Company Agreement of Holdings, dated April 25,
1997, among the members of Holdings, the members of Holdings agreed that Willis
Stein & Partners, L.P., as the Managing Member, and each other member of
Holdings shall cause Holdings to vote all voting securities of the Company over
which Holdings has voting control so that the following individuals shall be
elected to the Company's Board of Directors: (i) two representatives designated
by Willis Stein & Partners, L.P., who shall initially be Avy H. Stein and Beth
F. Johnston; (ii) Jason Elkin, Joseph D. Gersh and John T. Dobson III, so long
as each such individual is employed by the Company; and (iii) up to six
additional representatives designated by Willis Stein & Partners, L.P., who
shall initially include C. Thomas McMillon. Pursuant to the Purchase Agreement,
two of the Company's four directors, Edward S. McLaughlin and Edward Weinberger,
resigned as directors of the Company effective April 24, 1997. The two
remaining directors, Peter Kauff and Stephen Roberts, appointed five new members
to the Board of Directors as provided in the Purchase Agreement. The five new
members are Jason Elkin, Joseph D. Gersh, John T. Dobson, III, Avy H. Stein and
Beth Johnston. The new directors were appointed on the Closing Date, with the
effective date of their taking office to be a date which is ten (10) days after
the filing with the Securities and Exchange Commission (the "Commission") and
mailing to the Company's shareholders of a Schedule 14F-1 Information Statement
(the "Schedule 14F-1") describing the transactions consummated pursuant to the
Purchase Agreement or such later date as the notice period required by the
Commission expires. The Company filed the Schedule 14F-1 with the Commission
and mailed it to shareholders on May 1, 1997.
SIGNATURE
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.
May 5, 1997 UC TELEVISION NETWORK CORP.
By: /s/ Peter Kauff
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Peter Kauff
Chairman of the Board and
Chief Executive Officer
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