Registration No. 33-83186
Filed under Rule 424 (b)(3)
UNAPIX ENTERTAINMENT, INC.
SUPPLEMENT NO. 1 DATED JUNE 21, 1996
TO PROSPECTUS DATED NOVEMBER 2, 1994
In June 1996, the Company's Board of Director's authorized the merger of A
Pix Entertainment, Inc. ("A Pix") into the Company. The Company owns 90.5% of
the capital stock of A Pix, the balance is held by Robert Baruc, the President
of A Pix and an Executive Vice President and Director of the Company. Pursuant
to the terms of the merger, Mr. Baruc will receive 200,000 shares of the
Company's common stock, $.01 par value per share ("Common Stock"), in exchange
for his A Pix interest. The valuation is based upon the recent growth and
profitability of A Pix. The Company plans to complete the merger as soon as
practicable.
Also in June 1996, the Company entered into an agreement with an investor
relations firm pursuant to which the Company is obligated to issue to the firm
300,000 common stock purchase options. Each option entitles the holder to
purchase one share of Common Stock at a price of $3.875, which was the market
price as of the date of the agreement. The options will have a term of five
years. The Company is also obligated to issue an additional one hundred
thousand options to the firm which will expire within one year unless all of the
Company's Class B redeemable common stock purchase warrants ("Class B Warrants")
have been exercised prior to that time. If all the Class B Warrants are
exercised during the one year period, the 100,000 options will have the same
term as the other 300,000 options.
The Class B Warrants currently have an exercise price of $4.28 per share
(after adjusting for the Company's 5% stock dividend payable on May 6, 1996 to
holders of record of its common stock on April 22, 1996). In order for the
Company to redeem the Class B Warrants, the closing high bid price of the Common
Stock on each of 20 consecutive trading days (or such lesser number of days with
the consent of the underwriter from the Company's initial public offering, but
not less than 10 consecutive trading days) ending on the third business day
prior to the date on which notice of redemption is given must have been at least
$5.71 per share. The shares issuable upon exercise of the options will have
certain registration rights.
