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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2000
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THE HARVEY ENTERTAINMENT COMPANY
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(Exact name of registrant as specified in charter)
California 0-23000 95-4217605
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11835 W. Olympic Boulevard, Suite 550, Los Angeles, California 90064
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 444-4100
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
The Registrant's shareholders' equity as reflected on its March 31,
2000 Balance Sheet (included with the Registrant's most recent Form 10-QSB and
as similarly reflected in prior public filings) does not include any of the
Registrant's Series A Convertible Preferred Stock (the "Series A Stock") due to
certain terms of the Series A Stock which result in its classification as
"mezzanine equity" in the Registrant's balance sheet.
In order to address the issue, the Registrant has initiated a
redemption of a portion of its Series A Stock in exchange for an equivalent
number of shares of a new Series B Convertible Preferred Stock ("Series B
Stock"), a preferred stock that is substantially similar to the Series A Stock
but which will be treated as stockholders' equity on the Registrant's balance
sheet. A copy of the Certificate of Determination for the Series B Stock, as
filed with the California Secretary of State on May 26, 2000, is attached hereto
as Exhibit 3(i).
As of March 31, 2000, approximately 202,600 shares of Series A Stock
were outstanding. The holders of approximately 160,500 shares of Series A Stock
(79%) approved the creation of the Series B Stock. The holders of approximately
95,200 shares of Series A Stock (47%) have agreed to exchange ninety percent
(90%) of their shares of Series A Stock for a like number of shares of Series B
Stock; once such exchange is completed, approximately 85,700 shares of Series A
Stock will have been exchanged for shares of Series B Stock. As of June 1, 2000,
approximately 69,100 shares of Series A Stock (34%) had been exchanged for
shares of Series B Stock.
The effect of the exchanges through June 1, 2000, is reflected on the
Registrant's Pro Forma Balance Sheet as of March 31, 2000, and Pro Forma
Statement of Operations for the three months ended March 31, 2000, attached
hereto as Exhibit 99 and incorporated herein by reference. The effect of further
share exchanges will be reflected in the Registrant's next Form 10-QSB for the
quarter ending June 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Not applicable.
(c) The following exhibits are filed as a part of this report:
Exhibit No. Description of Exhibit
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3(i) Certificate of Determination for Series B Convertible
Preferred Stock of The Harvey Entertainment Company
99 Pro Forma Balance Sheet and Pro Forma Statement of Operations
of The Harvey Entertainment Company as of and for the
three month period ended March 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
THE HARVEY ENTERTAINMENT COMPANY
By: /s/ Glenn Weisberger
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Glenn Weisberger, Secretary
Date: June 2, 2000
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