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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)
May 9, 1996
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
GEORGIA
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(State or other jurisdiction of incorporation)
0-22458 58-1949379
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(Commission File Number) (I.R.S. Employment
Identification No.)
5895 Windward Parkway, Suite 220
Alpharetta, Georgia 30202-4182
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(Address of principal executive office,
including zip code)
Registrant's Telephone number, including area code: (770) 442-6640
Form 8-K
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Page 2
Item 5
At the May 9, 1995 Annual Meeting, the shareholders approved, for a
period of one year, any Board approved sales by the Company of
common stock (or securities convertible into or exercisable for
common stock): (a) in amounts which may equal (or may result in
the issuance of) 20% or more of the Company's common shares
outstanding before any such sale, and (b) at a price that is less
than the greater of book or market value of the Company's common
stock at the time of such sale. Shareholders also ratified all
such previous sales.
This proposal was considered in response to an indication by the
Nasdaq National Market Inc. ("Nasdaq") that the Company was in
violation of a NASD By-Law which would affect the continued listing
of the Company's common stock on the Nasdaq National Market System.
Nasdaq has taken the position that: (a) certain of the Company's
outstanding convertible securities have been converted or could
hypothetically be converted into common stock at a share price
below book or market value of the Company's common stock at the
time of issuance of the securities, and (b) the conversion of these
securities have been or could hypothetically be in an amount
equaling 20% or more of the common shares outstanding at the time
of issuance of the securities. Therefore, Nasdaq has concluded the
Company is in violation of NASD rules requiring shareholder
approval of such sales.
Item 7 Exhibits
(c) 99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchanges Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MOUNTASIA ENTERTAINMENT
INTERNATIONAL, INC.
(Registrant)
Date: May 15, 1995 By: /s/ Ann C. Travis
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Ann C. Travis
Vice President Finance
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EXHIBIT 99.1
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NEWS RELEASE
FOR: MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
FOR FURTHER INFORMATION CONTACT:
Gregory N. Waters
Executive Vice President
Chief Financial Officer
(770) 442-6640
Margaret Schaeffer
Investor Relations
(770) 442-6640
FOR IMMEDIATE RELEASE
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
ANNOUNCES RESULTS OF ANNUAL SHAREHOLDERS' MEETING
ATLANTA, GEORGIA, MAY 13, 1996 -- Mountasia Entertainment International,
Inc. (Nasdaq/NMS: FUNN) announced the results of its Annual Meeting of
Shareholders, held on May 9, 1996, in Kennesaw, Georgia. At the meeting
shareholders ratified the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1996, approved an amendment to the Company's
1993 Incentive Stock Option Plan, and re-elected seven of the Company's
existing directors and elected one new director, Robert E. Provost, Sr., all to
serve one year terms.
Robert E. Provost, Sr. currently serves as the general partner of M.F.G.
of Greenville, L.P., the previous owner of the family entertainment center in
Greenville, South Carolina. Since 1974, Mr. Provost has served as President of
World Indoor Sports Inc. (d/b/a Greenville Racquet & Fitness Club). From 1991
to 1994, Mr. Provost served on the board of directors of the International
Health and Racquet Sportsclub Association.
Separately, the shareholders approved, for a period of one year, any Board
approved sales by the Company of common stock (or securities convertible into
or exercisable for common stock): (a) in amounts which may equal (or may result
in the issuance of) 20% or more of the Company's common shares outstanding
before any such sale, and (b) at a price that is less than the greater of book
or market value of the Company's common stock at the time of such sale.
Shareholders also ratified all such previous sales.
This proposal was considered in response to an indication by the Nasdaq
National Market Inc. ("Nasdaq") that the Company was in violation of a NASD
By-Law which would affect the continued listing of the Company's common stock
on the Nasdaq National Market System. Nasdaq has taken the position that: (a)
certain of the Company's outstanding convertible securities have been converted
or could hypothetically be converted into common stock at a share price below
book or market value of the Company's common stock at the time of issuance of
the securities, and (b) the conversion of these securities have been or could
hypothetically be in an amount equaling 20% or more of the common shares
outstanding at the time of issuance of the securities. Therefore, Nasdaq has
concluded the Company is in violation of NASD rules requiring shareholder
approval of such sales. The Company is filing a Form 8-K for disclosure of
this information with the Securities and Exchange Commission.
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The Company believes that the shareholders' vote at the Annual Meeting
approving such previous transactions, along with other considerations,
satisfies all NASD compliance issues and should ensure continued listing on the
Nasdaq National Market System. A hearing before Nasdaq on this matter is
scheduled to be held on May 22, 1996.
Headquartered in Atlanta, Georgia, Mountasia Entertainment International,
Inc. is a leader in the family entertainment center industry, with 53 company
owned or licensed family fun centers located in the United States and four
other countries. Mountasia has been publicly traded since November, 1993.
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