UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K/A#1
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 15, 1999
TRANSMEDIA EUROPE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3701141
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Indentification No.)
11 St. James's Square, London SW1Y 4LB, England
-----------------------------------------------------------
(Address of principal executive offices including zip code)
011-44-171-930-0706
--------------------------------------
(Telephone number including area code)
================================================================================
<PAGE>
TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
Item 2. Acquisition or Disposal of Assets
On June 15, 1999 Transmedia Europe, Inc. (the "Company") and Transmedia Asia
Pacific, Inc. ("TMAP") purchased from William D. Marks, Donna M. Marks, Kevin R.
Drewyer and Direct Investors, Inc. (collectively the "Sellers") 100% of the
membership interests of DSS Direct Connect, L.L.C. ("DBS Direct"). TMAP is a
Delaware corporation. The Company and TMAP have worked closely together for a
number of years and are joint owners of a number of member benefit businesses.
The Company and TMAP each acquired 50% of the outstanding capital stock of DBS
Direct.
DBS Direct is head quartered in Seattle where it commenced operations in July
1998. DBS Direct has the right, on a preferred basis, to provide localized
turn-key sales and installation services for DirecTV and USSB, the leading
providers of digital, "direct-to-the-home" multi-channel video programming
services. The DBS Direct contracts with DirecTV and its programming partner will
allow it to become the first nationwide telemarketing, door-to-door sales, and
full-service installer of DirecTV's Digital Broadcast Satellite in the United
States. DBS Direct has two contracts with DirecTV and USSB, one covering Single
Family Units ("SFU's") and the other covering Multi-Dwelling Units ("MDU's").
The "SFU" contract grants DBS Direct the right to an initial coverage area which
includes 12 major metropolitan markets in the United States, representing
approximately 25 million television households, or 25% of the total television
households in the United States. DirecTV will add additional SFU markets to the
DBS Direct SFU coverage upon successful launch of its services in currently
contracted markets. The "MDU" contract grants DBS Direct the entire continental
United States as its territory, an addition 25 million television households.
The transaction (the "Acquisition") was consummated pursuant to an Equity
Purchase Agreement dated May 10, 1999, as amended June 11, 1999 (the
"Acquisition Agreement") among the Company, DBS Direct, the Sellers and TMAP.
The consideration paid by the Company for its 50% interest in DBS Direct
comprised 4,831,057 shares of the Company's common stock. TMAP paid a
consideration of 4,589,732 shares of its common stock for the remaining 50% of
DBS Direct. In addition, the Company and TMAP each contributed $500,000 (five
hundred thousand dollars) to the capital of DBS Direct at the closing of the
Acquisition. Such capital contribution was used to repay existing indebtedness
of DBS Direct. Additionally, the Company and TMAP have agreed to each contribute
a further $875,000 (eight hundred seventy five thousand dollars) to the capital
of DBS Direct to fund the expansion of its network of sales offices nationally.
Pursuant to the terms of the Acquisition Agreement, William D. Marks entered
into an employment agreement with DBS Direct and joined the board of directors
of both the Company and TMAP. The employment agreement is for a period of three
years and provides for an annual salary of $175,000. Mr. Marks will serve as
President of DBS Direct. The employment agreement also provides for
participation in any incentive stock option plans which may be established in
the future by the Company and TMAP.
2
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
In accordance with Rule 210.3-05(b) of regulation S-X the audited
financial statements of DBS Direct covering the period from inception on
March 3, 1998 to September 30, 1998 and the period October 1, 1998 to June
14, 1999 are attached to this report as Exhibit 99.5(a).
(b) Pro Forma Financial Information
The pro-forma unaudited consolidated balance sheets as of September 30,
1998 and March 31, 1999 are presented as if the acquisition of DBS Direct
had occurred on March 3, 1998 the date of inception of DBS Direct. The
pro-forma unaudited consolidated statement of operations for the year
ended September 30, 1998 and the six months ended March 31, 1999 are
presented as if the acquisition of DBS Direct had occurred on March 3,
1998, the date of inception of DBS Direct. The pro-forma data is presented
for informational purposes only and may not be indicative of future
results of operations and the future financial position of the Company or
what the results of operations and financial position of the Company would
have been if the acquisition of DBS Direct had occurred on the dates set
forth. The pro-forma financial information should be read in conjunction
with the historic financial statements of the Company and notes thereto.
(c) Exhibits
10.2(k) Equity Purchase Agreement dated May 10, 1999 by and among DSS
Direct Connect, L.L.C., William D. Marks, Donna M. Marks, Kevin
R. Drewyer, Direct Investors, Inc. Transmedia Europe, Inc. and
Transmedia Asia Pacific, Inc., as amended June 11, 1999. *
99.5(a) Audited financial statements of DSS Direct Connect LLC covering
the period from inception on March 3, 1998 to September 30, 1998
and the period October 1, 1998 to June 14, 1999 together with
unaudited pro-forma financial information.
* Incorporated by reference.
SIGNATURES
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 thereunto duly authorized.
TRANSMEDIA EUROPE, INC.
By: /s/ Grant White
-----------------------
Chief Executive Officer
3
