<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Overseas Filmgroup, Inc.
(formerly named "Entertainment/Media Acquisition Corporation")
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
690337 10 0
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(CUSIP Number)
John R. McHale, Esq.
Gipson Hoffman & Pancione, P.C.
1901 Avenue of the Stars, Suite 1100, Los Angeles, CA 90067
(310) 556-4660
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(Name, Address and Telephone Number
of Person Authorized
to Receive Notices and Communications)
October 31, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
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CUSIP No. 690337 10 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Little
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,377,778
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
3,128,218
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,377,778 (See response to Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.5%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 690337 10 0
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ellen Dinerman Little
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,377,778
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
3,128,218
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,377,778 (See response to Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.5%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE> 4
Item 1. Security and Issuer
The title and class of equity securities to which this statement relates
is Common Stock, $.001 par value per share (the "Common Stock") of Overseas
Filmgroup, Inc., a Delaware corporation (the "Issuer") (formerly named
"Entertainment/Media Acquisition Corporation"). The principal executive
offices of the Issuer are located at 8800 Sunset Boulevard, Third Floor, Los
Angeles, CA 90069.
Item 2. Identity and Background
This statement on Schedule 13D is being filed jointly by Ellen Dinerman
Little and Robert B. Little (the "Reporting Persons").
Ellen Dinerman Little
(a) Ellen Dinerman Little
(b) 8800 Sunset Blvd., Los Angeles, CA 90069
(c) Ms. Little is the Co-Chairman of the Board, Co-Chief Executive
Officer and President of the Issuer which is an independent film company
engaged in the acquisition and worldwide license or sale of distribution rights
to feature films. See Item 1 for the Issuer's address.
(d) During the last five years, Ms. Little has not been convicted in any
criminal proceeding.
(e) During the last five years, Ms. Little has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, which, as a result of such proceeding, subjected her to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Ms. Little is a citizen of the United States of America.
Robert B. Little
(a) Robert B. Little
(b) 8800 Sunset Blvd., Los Angeles, CA 90069
(c) Mr. Little is the Co-Chairman of the Board and Co-Chief Executive
Officer of the Issuer which is an independent film company engaged in the
acquisition and worldwide license or sale of distribution rights to feature
films. See Item 1 for the Issuer's address.
(d) During the last five years, Mr. Little has not been convicted in any
criminal proceeding.
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(e) During the last five years, Mr. Little has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, which, as a result of such proceeding, subjected him to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Little is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
2,928,218 shares of Common Stock of the Issuer (formerly known as
"Entertainment/Media Acquisition Corporation") were acquired by the Reporting
Persons in exchange for all of their common stock in a privately held
corporation, Overseas Filmgroup, Inc. ("Old Overseas"), in accordance with the
terms of that certain Agreement of Merger, dated as of July 2, 1996, by and
among the Issuer, Old Overseas and the Reporting Persons, as amended by an
Amendment to Agreement of Merger, dated as of September 20, 1996, by and among
the same parties (as so amended, the "Merger Agreement"). Pursuant to the
Merger Agreement, on October 31, 1996, Old Overseas merged with and into the
Issuer (the "Merger"), which was the surviving corporation in the Merger and
which changed its name from "Entertainment/Media Acquisition Corporation" to
"Overseas Filmgroup, Inc."
As a term and condition of the employment agreement entered into by each
Reporting Person with the Issuer upon consummation of the Merger, and pursuant
to the Issuer's 1996 Special Stock Option Plan and Agreement (the "Management
Option Plan"), each of the Reporting Persons was granted two options for a
total of 1,100,000 shares of Common Stock per Reporting Person (100,000 of
which are currently exercisable): one option for 537,500 shares at an exercise
price of $5.00 per share and one option for 562,500 shares at an exercise price
of $8.50 per share.
The Reporting Persons also jointly hold a voting proxy with respect to
249,560 shares of Common Stock owned by William F. Lischak, Chief Operating
Officer, Chief Financial Officer and Secretary to the Issuer, who received such
shares in the Merger.
Item 4. Purpose of the Transaction
The Common Stock was acquired pursuant to the Merger. The options to
purchase Common Stock were granted pursuant to the Management Option Plan which
was adopted in connection with the Merger. See the response to Item 3 above.
(a) Pursuant to the Management Option Plan, each of the Reporting
Persons was granted two options to purchase a total of 1,100,000 shares of
Common Stock per Reporting Person (100,000 of which are currently exercisable).
See the response to Item 3 above.
As indicated under the response to Item 3, the Reporting Persons jointly
hold a voting proxy with respect to 249,560 shares of Common Stock owned by
William F. Lischak, Chief Operating Officer, Chief Financial Officer and
Secretary of the Issuer. Such proxy continues during Mr. Lischak's ownership of
the shares until the fifth anniversary of the Merger (the "Expiration Date");
provided, however, that such proxy terminates earlier if the Reporting
<PAGE> 6
Persons own or control less the five percent of the outstanding voting power of
the Issuer, or if the shares to which the proxy relates are sold in the public
market. Such 249,560 shares of Common Stock owned by Mr. Lischak are also
subject in the event of transfer by Mr. Lischak (including voluntary and
certain involuntary transfers) to a right of first refusal or option to
purchase at the then current market price (and a right of repurchase at $2.00
per share in the event Mr. Lischak's employment with the Issuer terminates for
a reason other than death, disability, or the Issuer's material breach of Mr.
Lischak's employment agreement) in favor of the Reporting Persons during Mr.
Lischak's ownership of such shares until the Expiration Date.
Pursuant to a Lock-Up and Registration Rights Agreement entered into in
conjunction with the Merger, each of the Reporting Persons has agreed not to
sell, or otherwise dispose of (except for estate planning purposes and other
limited exceptions), any of the 2,928,218 shares of Common Stock received by
them in exchange for their common stock in Old Overseas as part of the Merger
(the "Merger Shares") for a period commencing upon consummation of the Merger
and ending in three equal installments on February 16, 1998, February 16, 1999
and February 16, 2000. The lock-up will terminate earlier (i) with respect to
an individual Reporting Person, if such person's employment with the Issuer is
terminated Without Cause (as defined) by the Issuer or for Good Reason (as
defined) by such person; (ii) with respect to 10% of the Merger Shares subject
to the Lock-Up and Registration Rights Agreement if both the Reporting Persons
are deceased; (iii) with respect to any of Mr. Lischak's shares of Common
Stock that are purchased by either Reporting Person or their designees pursuant
to any right of first refusal or repurchase agreement; (iv) with respect to any
Merger Shares surrendered in satisfaction of any indemnification obligation of
the Reporting Persons under the Merger Agreement; and (v) with respect to a
number of Merger Shares equal in value to the outstanding principal balance
(plus interest) of a promissory note of the Issuer issued to the Reporting
Persons as part of the Merger consideration, if the Issuer fails to pay any
amount due under such note. The Reporting Persons have received certain demand
and "piggyback" registration rights with respect to the Merger Shares pursuant
to the Lock-Up and Registration Rights Agreement.
(b) The Reporting Persons are aware of no plans or proposals which
relate to or would result in an extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
(c) The Reporting Persons are aware of no plans or proposals which
relate to or would result in a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries.
(d) The Reporting Persons are aware of no plans or proposals which
relate to or would result in any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or terms of directors or to fill any existing vacancies on the board.
(e) The Reporting Persons are aware of no plans or proposals which
relate to or would result in any material change in the present capitalization
or dividend policy of the Issuer.
(f) The Reporting Persons are aware of no plans or proposals which
relate to or would result in any other material change in the Issuer's business
or corporate structure.
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(g) Pursuant to a Stockholders' Voting Agreement entered into in
conjunction with the Merger, the Reporting Persons and Mr. Lischak, and certain
other stockholders of the Issuer (the "Initial Stockholders") and the Issuer
have agreed to use their best efforts to cause the Board of Directors of the
Issuer to consist of seven members, including four persons designated by the
Reporting Persons and three individuals designated by the Initial Stockholders.
Pursuant to the Stockholders' Voting Agreement, each stockholder who is a party
thereto has also agreed that the following actions will require the affirmative
vote of at least 75% of the authorized number of directors of the Issuer: (i)
any amendment to the Issuer's Certificate of Incorporation or Bylaws that would
change the voting rights of stockholders, the number or classes of directors,
or the notice or quorum requirements for meetings of the Board of Directors,
committees or stockholders: (ii) a merger or sale of all or substantially all
of the assets of the Issuer; (iii) the designation or issuance of any preferred
stock and (iv) any amendment to operating guidelines adopted by the Issuer in
conjunction with the Merger. The Stockholders' Voting Agreement will terminate
eight and one-half years from the date of the Merger or sooner if the
employment of the Reporting Persons and Mr. Lischak is terminated. In
addition, the right of the Reporting Persons, and of the Initial Stockholders,
to designate directors (but not the obligation to vote for the designees of
others) will terminate (i) as to the Reporting Persons (A) if they (and Mr.
Lischak ) own less than 794,444 shares of Common Stock, they will be entitled
to designate only two directors, and (b) if the Reporting Persons (and Mr.
Lischak) own less than 20,000 shares, they will not be entitled to designate
any director; or (ii) as to the Initial Stockholders, (A) if they own less than
175,000 shares of Common Stock, they will be entitled to designate only two
directors, (B) if they own less than 125,000 shares, they will be entitled to
designate only one director, and (C) if they own less than 20,000 shares, they
will not be entitled to designate any director. The Initial Stockholders
consist of Jeffrey A. Rochlis, Barbara Boyle, the Hoberman Family Trust Dated
9/18/92, John Hyde, Sparta Partners III and Stephen K. Bannon, Scot K. Vorse
and Gary M. Stein, individually and as general partners of Sparta Partners III.
(h) The Reporting Persons are aware of no plans or proposals which
relate to or would result in a class of securities of the Issuer being delisted
from a national securities exchange or ceasing to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association.
(i) The Reporting Persons are aware of no plans or proposals which
relate to or would result in a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act.
(j) Except as set forth above, the Reporting Persons are aware of no
plans or proposals which relate to or would result in any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer
The Statement on Schedule 13D is being filed jointly by Ellen Dinerman
Little and Robert B. Little (the "Reporting Persons").
(a) Ellen Dinerman Little beneficially owns 3,377,778 shares of Common
Stock (including 200,000 shares subject to currently exercisable options and
249,560 pursuant to an irrevocable
<PAGE> 8
proxy granted by William F. Lischak to Ms. Little and her spouse). 2,928,218 of
such shares are owned as community property with Robert B. Little, Ms.
Little's spouse. Of the 200,000 shares subject to currently exercisable
options, 100,000 shares are subject to currently exercisable options granted to
Ellen Dinerman Little's spouse (Robert B. Little) pursuant to the Issuer's
Management Option Plan which generally may only be exercised by Ms. Little's
spouse. The filing of this Schedule 13D shall not be deemed an admission that
Ellen Dinerman Little is the beneficial owner of the options granted to her
spouse.
The number of shares of Common Stock beneficially owned by Ms. Little does
not include (i) 1,000,000 shares of Common Stock subject to options granted to
her pursuant to the Management Option Plan, the exercisability of which is
subject to certain vesting requirements, or (ii) 1,000,000 shares of Common
Stock subject to options granted to her spouse pursuant to the Management Option
Plan, the exercisability of which is subject to certain vesting requirements.
Robert B. Little beneficially owns 3,377,778 shares of Common Stock
(including 200,000 shares subject to currently exercisable options and 249,560
pursuant to an irrevocable proxy granted by William F. Lischak to Mr. Little and
his spouse). 2,928,218 of such shares are owned as community property with Ellen
Dinerman Little, Mr. Little's spouse. Of the 200,000 shares subject to
currently exercisable options, 100,000 shares are subject to currently
exercisable options granted to Robert B. Little's spouse (Ellen Dinerman Little)
pursuant to the Issuer's Management Option Plan which generally may only be
exercised by Mr. Little's spouse. The filing of this Schedule 13D shall not be
deemed an admission that Robert B. Little is the beneficial owner of the options
granted to his spouse.
The number of shares of Common Stock beneficially owned by Mr. Little does
not include (i) 1,000,000 shares of Common Stock subject to options granted to
him pursuant to the Management Option Plan, the exercisability of which is
subject to certain vesting requirements, or (ii) 1,000,000 shares of Common
Stock subject to options granted to his spouse pursuant to the Management Option
Plan, the exercisability of which is subject to certain vesting requirements.
The foregoing is based upon the Issuer's Proxy Statement dated September
25, 1996 which reported that upon consummation of the Merger, 5,777,778 shares
of Common Stock would be outstanding.
(b) Ellen Dinerman Little:
sole power to vote or direct the vote: 0 shares
shared power to vote or direct the vote: 3,377,778 shares
sole or shared power to dispose of or to direct the disposition:
3,128,218 shares
Robert B. Little:
sole power to vote or direct the vote: 0 shares
shared power to vote or direct the vote: 3,377,778 shares
sole or shared power to dispose of or to direct the disposition:
3,128,218 shares
(c), (d) and (e) are inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Robert B. Little and Ellen Dinerman Little are husband and wife.
See also the responses to Items 4(a) and 4(g).
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Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii).
2.1 Agreement of Merger dated as of July 2, 1996, by and among
Entertainment/Media Acquisition Corporation, Overseas Filmgroup,
Inc., and Ellen Dinerman Little and Robert B. Little. Incorporated
by reference to Exhibit 10.7 to the Issuer's Quarterly Report on
Form 10-Q for the Quarter ended May 31, 1996.
2.2 Amendment to Agreement of Merger dated as of September 20, 1996, by
and among Entertainment/Media Acquisition Corporation, Overseas
Filmgroup, Inc., and Ellen Dinerman Little and Robert B. Little.
Incorporated by reference to Exhibit 10.8 to the Issuer's Quarterly
Report on Form 10-Q for the Quarter ended August 31, 1996.
3.1 1996 Special Stock Option Plan and Agreement dated October 31, 1996.
Incorporated by reference to Exhibit 99.1 to the Issuer's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on November 12, 1996.
3.2 Stockholders' Voting Agreement dated as of October 31, 1996.
Incorporated by reference to Exhibit 10.15 to the Issuer's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on November 12, 1996.
3.3 Lock-Up and Registration Rights Agreement dated as of October 31,
1996. Incorporated by reference to Exhibit 10.16 to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 1996.
3.4 Agreement dated as of July 2, 1996 by and between Ellen Dinerman
Little and Robert B. Little, husband and wife, and William F.
Lischak.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 4, 1996 /s/ ELLEN DINERMAN LITTLE
-----------------------------------
Ellen Dinerman Little
November 4, 1996 /s/ ROBERT B. LITTLE
-----------------------------------
Robert B. Little
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY NUMBERED
EXHIBITS PAGE NUMBER
<S> <C> <C>
1. Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii).
2.1 Agreement of Merger dated as of July 2, 1996, by and among Entertainment/Media Acquisition
Corporation, Overseas Filmgroup, Inc., and Ellen Dinerman Little and Robert B. Little.
Incorporated by reference to Exhibit 10.7 to the Issuer's Quarterly Report on Form
10-Q for the Quarter ended May 31, 1996.
2.2 Amendment to Agreement of Merger dated as of September 20, 1996, by and among
Entertainment/Media Acquisition Corporation, Overseas Filmgroup, Inc., and Ellen
Dinerman Little and Robert B. Little. Incorporated by reference to Exhibit 10.8 to
the Issuer's Quarterly Report on Form 10-Q for the Quarter ended August 31, 1996.
3.1 1996 Special Stock Option Plan and Agreement dated October 31, 1996. Incorporated by
reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 12, 1996.
3.2 Stockholders' Voting Agreement dated October 31, 1996. Incorporated by reference to
Exhibit 10.15 to the Issuer's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 12, 1996.
3.3 Lock-Up and Registration Rights Agreement dated October 31, 1996. Incorporated by reference
to Exhibit 10.16 to the Issuer's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 12, 1996.
3.4 Agreement dated as of July 2, 1996 by and between Ellen Dinerman Little and Robert B. Little,
husband and wife, and William F. Lischak.
</TABLE>
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D shall be
filed jointly on behalf of each of them.
November 4, 1996 /s/ ELLEN DINERMAN LITTLE
-----------------------------------
Ellen Dinerman Little
November 4, 1996 /s/ ROBERT B. LITTLE
-----------------------------------
Robert B. Little
<PAGE> 1
EXHIBIT 3.4
AGREEMENT
This Agreement (this "Agreement") is entered into as of July 2, 1996
by and between ELLEN DINERMAN LITTLE and ROBERT B. LITTLE, husband and wife,
residing at 12309 Viewcrest Road, Studio City, California 91604 (together, the
"Littles") and WILLIAM F. LISCHAK, an individual residing at 601 N. Sweetzer,
Unit B, Los Angeles, California 90048 ("Lischak").
WHEREAS, the Littles own, as community property, 92.14672 shares (the
"Little Shares") of the outstanding common stock of Overseas Filmgroup, Inc., a
Delaware corporation (the "Company"), and Lischak owns 7.85328 shares of the
outstanding common stock of the Company (the "Lischak Shares"); and
WHEREAS, the Little Shares and the Lischak Shares constitute all of
the issued and outstanding common stock of the Company; and
WHEREAS, pursuant to an Agreement of Merger dated as of July 2, 1996
(the "Merger Agreement") by and among Entertainment/Media Acquisition
Corporation ("EMAC"), the Company and the Littles, the parties thereto have
agreed that, subject to certain conditions, the Company shall be merged (the
"Merger") with and into EMAC, with EMAC being the surviving corporation (the
"Surviving Corporation") which will be renamed "Overseas Filmgroup, Inc." at
the effective time of the Merger; and
WHEREAS, pursuant to the Merger Agreement, the Little Shares shall be
converted into 2,928,218 shares of common stock of the Surviving Corporation,
$1,225,135 cash (subject to adjustment in certain circumstances) and a
promissory note in the principal amount of $2,000,000, and the Lischak Shares
will be converted into 249,560 shares of common stock of the Surviving
Corporation (the "Converted Lischak Shares") and $274,865 cash (subject to
adjustment in certain circumstances); and
WHEREAS, in light of the contemplated Merger, the Littles and Lischak
seek to modify and/or affirm certain rights of first refusal and repurchase,
options to purchase and proxies with respect to the Lischak Shares and
Converted Lischak Shares, and otherwise provide for certain agreements with
respect to the Converted Lischak Shares.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Littles and Lischak hereby
agree as follows:
1. General Agreement.
The parties hereto acknowledge and agree that (i) the Merger shall not
constitute an event permitting a right of first refusal or option to purchase
under that certain Stock Sale Agreement dated as of January 1, 1996 by and
between Lischak and the Littles (the "Stock Agreement"), (ii) the Converted
Lischak Shares shall constitute Collateral under that certain Security and
Stock Pledge Agreement dated as of January 1, 1996 by and between Lischak and
the Littles (the "Pledge Agreement") and such Pledge Agreement shall continue
in full force and effect (with
1
<PAGE> 2
the terms and provisions of such Pledge Agreement independent of the terms of
this Agreement), (iii) the "S Election" as defined in the Stock Agreement shall
be terminated in connection with the Merger, (iv) Lischak and the Converted
Lischak Shares shall be subject to the terms and conditions of this Agreement,
and (v) Lischak shall execute such additional instruments and documents and
take such other actions as from time to time requested by the Littles to
confirm or effectuate the foregoing or the other purposes and provisions of
this Agreement. Until the Merger (and if the Merger does not occur) the
provisions of the Stock Agreement shall continue in full force and effect.
Upon consummation of the Merger, the Stock Agreement shall be superseded to the
extent set forth herein.
2. Transfer of Rights Hereunder.
The Littles may at any time transfer and assign their rights
and delegate their obligations under this Agreement to any other person,
corporation, firm or entity, with or without consideration, provided such
transferee, assignee or delegee is an Affiliate of the Littles. No such
assignment shall relieve Lischak of his obligations hereunder. Lischak may not
assign any rights, or delegate any obligations or duties hereunder without the
prior written consent of the Littles. For purposes hereof, "Affiliate of the
Littles" shall mean Persons controlling, controlled by or under common control
with any of the Littles (including, without limitation, trusts or other
entities established by the Littles for estate planning purposes) and "Person"
shall mean any natural person, corporation, partnership, limited liability
company, proprietorship, association, trust or other legal entity.
3. Irrevocable Proxy.
Lischak hereby acknowledges and agrees that the irrevocable
proxy (the "Irrevocable Proxy") granted to the Littles or their nominee
pursuant to the Stock Agreement shall remain in full force and effect following
the Merger with respect to the Converted Lischak Shares, that such proxy shall
remain irrevocable for the maximum period permitted by law, and that such
proxy shall terminate at the earlier of (a) such time as the Littles (including
for this purpose, their Affiliates) beneficially own or control less than five
percent of the outstanding voting power of the Surviving Corporation, or (b)
the sale of such Converted Lischak Shares in the public market or pursuant to a
public offering (i.e. not a private sale or placement or involuntary transfer)
but only with respect to the shares so sold. Such proxy shall also remain
effective following the expiration of the proxy provisions of Paragraph 5.1 of
the Pledge Agreement. In the event that the Irrevocable Proxy is deemed for
any reason to be unenforceable as a result of the Merger or this Agreement,
then Lischak hereby grants to the Littles an irrevocable proxy with respect to
the Converted Lischak Shares to take effect at the effective time of the Merger
and with terms equivalent to the Irrevocable Proxy as modified by this
Paragraph 3. Such proxy shall also be referred to for purposes of this
Agreement as an "Irrevocable Proxy." From time to time as requested by the
Littles, Lischak agrees to execute such additional instruments and documents
separate from this Agreement to acknowledge the grant of the Irrevocable Proxy
to the Littles or their nominee and to confirm that the Irrevocable Proxy is
coupled with an interest sufficient in law to support an irrevocable power.
The provisions of this Paragraph are expressly made binding upon the heirs,
estates, beneficiaries, assigns, successors and representatives of Lischak.
2
<PAGE> 3
4. Restriction on Transfer of Converted Lischak Shares; Right of
First Refusal.
a. Restriction on Transfer of Converted Lischak Shares.
(1) Restriction on Converted Lischak Shares.
None of the Converted Lischak Shares owned or held by Lischak, nor any right or
interest in the Converted Lischak Shares, may be sold, assigned, transferred,
pledged, hypothecated, or in any other way disposed of or encumbered,
voluntarily or involuntarily, by operation of law, by gift or otherwise, except
in accordance with the terms of this Agreement.
(2) No Liens, Etc. Other than pursuant to the
Pledge Agreement or unless otherwise consented to in writing by the Littles, no
Converted Lischak Shares may be encumbered or subjected to a lien or security
interest of any kind by Lischak and any such encumbrance, lien or security
interest shall be null and void and of no force and effect,
b. Right of First Refusal
(1) Applicable Restrictions. After the Merger,
the provisions of Paragraph 4 and Paragraph 7 of the Stock Agreement shall no
longer apply and Lischak's rights and obligations with respect to sales and
transfers of Converted Lischak Shares shall be governed by this Paragraph 4 of
this Agreement.
(2) Right of First Refusal. If at any time after
the Merger, Lischak shall decide to sell or transfer any of the Converted
Lischak Shares (and such sale or transfer is not prohibited by any federal or
state securities laws or any agreement to which Lischak is a party) Lischak
shall give written notice to the Littles of such intended sale or transfer
(including the number of Converted Lischak Shares which Lischak intends to sell
or transfer), and the Littles shall have the right and option to purchase any
or all of the Converted Lischak Shares which Lischak has indicated in the
written notice that he intends to sell or transfer, at the price and upon the
terms hereafter provided in this Agreement. Lischak may not sell any Converted
Lischak Shares if the sale or transfer thereof is prohibited by any federal or
state securities laws or any agreement to which Lischak is a party.
c. Other Events.
(1) Triggering Events. Upon the happening of any
of the following events ("Triggering Events") with respect to Lischak or with
respect to any of the Converted Lischak Shares held by Lischak, the Littles
shall have the right and option to purchase any or all Converted Lischak Shares
of Lischak at the price and upon the terms hereafter provided in this
Agreement:
(a) Death of Lischak. The death of
Lischak.
(b) Involuntary Transfers. Any purported
involuntary transfer, sale or other disposition of any Converted Lischak
Shares, whether by operation of law, pursuant to court order, foreclosure of a
security interest, attachment, execution of a judgment or other
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legal process, or otherwise, and including but not limited to, a purported
transfer to a trustee in bankruptcy, receiver, or assignee for the benefit of
creditors.
(c) Bankruptcy. The entry of an order
for relief against Lischak under federal bankruptcy law or if Lischak (i) makes
a general assignment for the benefit of creditors, (ii) files a voluntary
petition under federal bankruptcy law, (iii) consents to the filing of an
involuntary petition in bankruptcy against Lischak or fails to obtain dismissal
of such bankruptcy proceeding against Lischak within sixty days following
commencement thereof, (iv) files a petition or answer seeking for Lischak any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, or files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against Lischak in any proceeding of this
nature, or (v) seeks, consents to, acquiesces in or otherwise suffers the
appointment of a trustee, receiver, or liquidator for Lischak or of all or any
part of Lischak's properties.
(d) Lischak ceases to be employed by the
Surviving Corporation at any time from and after the effective date of the
Merger by reason of termination by the Surviving Corporation for Employee's
Material Breach or for any other reason other than (i) "Death," (ii)
"Disability," or (iii) termination of employment by Lischak for "Company's
Material Breach." For purposes of this Paragraph 4.c.(1)(d), "Death,"
"Disability," "Employee's Material Breach," and "Company's Material Breach"
shall have the meanings given to such terms in the "Lischak Employment
Agreement" (as such "Lischak Employment Agreement" is defined in the Merger
Agreement).
(e) The Merger is not consummated by the
"drop dead" date set forth in the Merger Agreement.
(f) Other Transfers. The occurrence of
any other event which, were it not for the provisions of this Agreement, would
cause any Converted Lischak Shares or any part of Lischak's interest therein to
be sold, transferred or otherwise disposed of, voluntarily or involuntarily,
under circumstances that would not bring the transfer within any other
Paragraph of this Agreement which provides for a right of first refusal or
option to purchase in favor of the Littles.
(2) Marital Dissolution or Death of a Spouse.
(a) Marital Dissolution. Upon the
dissolution of the marital relationship of Lischak or execution of a binding
agreement or issuance of an order with respect to marital property of Lischak,
Lischak and his spouse shall use their best efforts to cause the Converted
Lischak Shares held by either of them, including the former spouse's interest
therein, if any (community or otherwise), to be distributed or transferred to
Lischak. If such distribution or transfer cannot be accomplished for any
reason, Lischak shall purchase the Converted Lischak Shares of his former
spouse and such former spouse shall sell the Converted Lischak Shares to
Lischak on the same terms and at the same price as set forth in this Agreement
with respect to a sale by Lischak to the Littles. If such distribution or sale
does not occur for any reason whatsoever within 180 days after division of the
community, the Littles shall have the right and
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option to purchase the remaining interest in the Converted Lischak Shares
retained by the former spouse at the same price and upon the same terms as
hereafter set forth in this Agreement with respect to a sale by Lischak to the
Littles. Lischak shall promptly notify the Littles in writing of any
dissolution of his marital relationship, any disposition of the Converted
Lischak Shares by reason thereof and any property settlement proceedings which
provide the Littles any purchase rights hereunder.
(b) Death of Spouse. Upon the death of a
spouse of Lischak, Lischak shall use his best efforts to cause the deceased
spouse's interest in the Converted Lischak Shares (community or otherwise), if
any, to be distributed or transferred to him. If the interest of the deceased
spouse is not held by Lischak directly or in trust whereby Lischak is the sole
trustee and has the sole beneficial interest in the trust, then Lischak shall
purchase the Converted Lischak Shares of his deceased spouse and the estate or
successor in interest of such deceased spouse's interest shall sell the
interest to Lischak on the same terms and at the same price as set forth in
this Agreement with respect to a sale by Lischak to the Littles. If such
disposition or sale does not occur for any reason whatsoever within 180 days
after the date of death, the Littles shall have the right and option to
purchase the remaining interest in the Converted Lischak Shares of the deceased
spouse at the same price and upon the same terms as hereafter set forth in this
Agreement with respect to a sale by Lischak to the Littles. Lischak shall
promptly notify the Littles in writing of the death of Lischak's spouse and the
disposition of any Converted Lischak Shares by reason thereof which provide the
Littles any purchase rights hereunder. If any Converted Lischak Shares are
held in a trust for the benefit of Lischak by virtue of the death of Lischak's
spouse, upon the earlier of Lischak's death, Lischak ceasing to act as sole
trustee, or Lischak ceasing to have the sole beneficial interest in the trust,
then the Littles shall have the right to purchase the Converted Lischak Shares
so held in trust upon the same terms and same conditions as set forth in this
Agreement with respect to a sale by Lischak to the Littles.
d. Terms of Right to Purchase.
(1) Period of Right to Purchase. Subject to the
other provisions of this Paragraph 4.d, upon the receipt by the Littles of a
written notice pursuant to Paragraph 4.b or 4.c.(2) above, or upon receipt of
actual notice of any other Triggering Event set forth in Paragraph 4.c.(1)
above as determined in good faith by the Littles, the Littles shall have the
right and option for a period ending 30 calendar days (90 calendar days in the
event of the Triggering Event set forth in paragraph 4.c.(1)(d) or (e), with
such 90 day period tolled in the case of the Triggering Event set forth in
Paragraph 4.c.(1)(d) during any period in which the Littles may not freely
purchase the Converted Lischak Shares due to restrictions or limitations
imposed by any federal or state securities laws or regulations including,
without limitation, Section 16(b) of the Securities Exchange Act of 1934, as
amended) thereafter to purchase any or all of the Converted Lischak Shares that
Lischak intends to sell or transfer in the case of Paragraph 4.b or available
for purchase in accordance herewith in other events, at the price and upon the
terms hereafter provided in this Agreement.
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(2) Termination of Rights.
(a) Voluntary Transfers. If the Littles
fail to exercise their option or purchase right within the applicable time
periods or if the Littles do not purchase all of the Converted Lischak Shares
subject to the right of first refusal pursuant to Paragraph 4.b above, Lischak
may sell or transfer on the open market such unpurchased portion of the
Converted Lischak Shares for which Lischak gave written notice of the intent to
sell or transfer. Concurrent with a sale of such Converted Lischak Shares on
the open market pursuant to the foregoing sentence, the Irrevocable Proxy
pertaining to such Converted Lischak Shares shall terminate and shall be of no
further force and effect. Any voluntary transfer permitted hereunder must be
effected within thirty calendar days after the date of the termination of the
purchase options provided herein to the Littles. If, at the expiration of such
thirty day period, any Converted Lischak Shares proposed to be sold or
transferred have not been sold or transferred, such Converted Lischak Shares
shall continue to be subject to all of the provisions of this Agreement, and
may not thereafter be sold or transferred except in the manner and upon the
terms herein provided.
(b) Other Events. In all other events,
the Littles shall be entitled to purchase all or any portion of the Converted
Lischak Shares available for purchase. Any transferee of such Converted
Lischak Shares shall hold the Converted Lischak Shares subject to all of the
provisions of this Agreement including, without limitation, the Irrevocable
Proxy; provided, however, that in the case of a transfer pursuant to Paragraph
4(c)(1)(a) as a result of the death of Lischak, the transferee shall hold the
Converted Lischak Shares subject to the Irrevocable Proxy (which shall expire
in accordance with the terms of this Agreement) but not subject in the case of
a subsequent transfer by such transferee to the rights of first refusal or
options to purchase set forth herein.
e. Purchase Price.
(1) Purchase Price. When any right of first
refusal or option to purchase Converted Lischak Shares arises under Paragraphs
4.b, 4.c or 4.d of this Agreement, the purchase price for such Shares shall be
the Market Price (i) with respect to Paragraph 4.b.(2), on the date of the
written notice specified therein (or, if such day is not a Trading Day (as
defined below), the immediately preceding Trading Day), (ii) with respect to
Paragraph 4.c.(1), on the date of the Triggering Event, (iii) with respect to
Paragraph 4.c.(2), on the date of the written notice specified therein (or, if
such day is not a Trading Day, the immediately preceding Trading Day);
provided, however, that in the event of a Triggering Event specified in
Paragraph 4.c.(1)(d) or (e) the purchase price for the Converted Lischak
Shares shall be $2.00 per share as adjusted pursuant to Paragraph 5 hereof (the
"Repurchase Price"). The purchase price (or Repurchase Price) may be paid by
the Littles by first applying the purchase price to the balance of that certain
Secured Recourse Promissory Note dated as of January 1, 1996 made by Lischak in
favor of the Littles (the "Promissory Note").
(2) Determination of Market Price. "Market
Price" shall mean the reported last sale price per share of common stock
regular way or, in case no such sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in each
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case on the New York Stock Exchange Composite Tape, or, if the shares of Common
Stock are not listed or admitted to trading on such exchange, on the American
Stock Exchange Composite Tape, or, if the shares of common stock are not listed
or admitted to trading on such exchange, the principal national securities
exchange (or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market System) on which the shares of common stock
are listed or admitted to trading, or, if the shares of common stock are not
listed or admitted to trading on any national securities exchange (or on the
NASDAQ National Market System), the closing sales price, or, if there is no
closing sales price, the average of the closing bid and asked prices, in the
over-the-counter market as reported by NASDAQ or any comparable system, or, if
not so reported, the average of the closing bid and asked prices in the
domestic over-the-counter market as reported on the NASD Electronic Bulletin
Board, or, if not so reported, the average of the closing bid and asked prices
in the "pink sheets" published by the National Quotation Bureau, Incorporated
or any successor thereto, or, if not so reported, the average of the closing
bid and asked prices as furnished by any member of the National Association of
Securities Dealers, Inc. selected from time to time by the Littles for that
purpose, or, if no such prices are furnished, the fair market value of a share
of Common Stock as estimated by a nationally recognized investment banking firm
selected by the Littles.
(3) Trading Day. For purposes hereof "Trading
Day" shall mean a day on which the principal national securities exchange on
which the shares of common stock are listed or admitted to trading is open for
the transaction of business, or, if the shares of common stock are not listed
or admitted to trading on any national securities exchange, a Monday, Tuesday,
Wednesday, Thursday or Friday on which prices in the over-the-counter market
are reported by NASDAQ.
f. Termination of Right of First Refusal. After a period
of five years from the effective date of the Merger, the Littles' rights of
first refusal and repurchase hereunder shall terminate, Lischak (or any
transferee who holds any Converted Lischak Shares subject to this Agreement)
shall be free to transfer such shares in the open market, and the Irrevocable
Proxy shall be of no further force and effect.
g. Consummation of Sale. Unless the parties involved
mutually agree otherwise, delivery to the Littles of the share certificates
representing the Converted Lischak Shares to be sold pursuant to this Agreement
and payment of the purchase price therefor shall take place at a closing to be
held at the principal office of the Company at 10:00 a.m., Pacific Time,
within ten (10) calendar days following the termination of the applicable
option or right of first refusal period. At such closing (the "Closing"),
Lischak or the Lischak's executor or administrator, or the transferee, as the
case may be, shall deliver to the Littles all share certificates representing
the Converted Lischak Shares to be purchased by the Littles, and any other
documents requested by the Littles to effectuate the purchase and the purposes
of this Agreement.
h. Transfer Rights Subject to Pledge Agreement. In
addition to the provisions of this Paragraph 4, all rights of Lischak to
transfer shares of Converted Lischak Shares shall also be subject to the
provisions of the Pledge Agreement and any and all restrictions on transfer
contained therein.
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5. Changes in Shares.
If, from time to time after the Merger, there is any stock
dividend, stock split, recapitalization, merger, consolidation or other similar
change in the character or amount of any of the outstanding securities of the
Surviving Corporation, then in such event any and all new, substituted or
additional securities issued with respect to the Converted Lischak Shares shall
be immediately subject to the terms of this Agreement (and the Irrevocable
Proxy) with the same force and effect as the Converted Lischak Shares presently
subject hereto. After each such event the Repurchase Price shall be
appropriately adjusted.
6. Legends.
The certificate or certificates representing the Converted
Lischak Shares shall bear the legend referred to in the following paragraph in
addition to a legend stating that such shares are subject to the Irrevocable
Proxy, legends required by the Merger Agreement or the Lock-up and Registration
Rights Agreement (attached as Exhibit E to the Merger Agreement), and any
legends required by state or federal law:
"The Shares represented by this certificate are subject to
restrictions on transfer, including, without limitation,
rights of first refusal and rights of certain persons to
repurchase such Shares, as stated in that certain Agreement
dated as of July ____, 1996 between William F. Lischak, Ellen
Dinerman Little and Robert B. Little, a copy of which may be
inspected at the principal office of this Corporation and all
of the provisions of which are incorporated herein by this
reference."
The parties hereto agree that the Company shall remove the legend set forth
immediately above and the legend stating that the Converted Lischak Shares are
subject to the Irrevocable Proxy when the transfer restrictions, rights of
first refusal and repurchase, options to purchase and Irrevocable Proxy
contained or affirmed herein have terminated and such legends are no longer
required hereunder.
7. Rules of Construction and Enforcement; Miscellaneous.
This Agreement, all amendments hereto and the rights and
obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of California without regard to the law
of choice of law or conflicts of law of that or any other jurisdiction. This
Agreement shall be binding upon, and shall enure to the benefit of, the parties
hereto and their heirs, successors and assigns. Paragraph headings are for
convenience only and shall not be used in construing this Agreement. The
parties hereby consent to the exclusive jurisdiction of the State or Federal
Courts located in the State of California, County of Los Angeles for the
resolution of any disputes arising out of this Agreement. This Agreement may be
executed in counterparts, each of which will be an original but all of which,
taken together, will constitute one and the same instrument. This Agreement,
together with the Promissory Note and the Pledge Agreement, constitutes the
entire agreement and understanding of the parties and
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supersedes any and all prior or contemporary agreements and understandings
(whether oral or written, formal or informal) regarding the subject matter of
this Agreement; provided, however, that the Stock Agreement is superseded only
at such time and to such extent as set forth herein. No remedy conferred by
this Agreement, the Promissory Note or the Pledge Agreement is intended to be
exclusive and all rights and remedies are intended to be cumulative. In the
event of any litigation between the parties hereto to enforce any provision or
right hereunder, the unsuccessful party to such litigation shall pay to the
prevailing party therein all costs and expenses actually incurred therein,
including, but not limited to, reasonable attorneys' fees and court costs. A
copy of this Agreement shall be delivered to the Secretary of the Company and
to the Secretary of the Surviving Corporation.
8. Enforcement.
The transfer restrictions of this Agreement shall be deemed to
be of the essence of the ownership of the Converted Lischak Shares. The parties
hereto acknowledge and agree that irreparable damage would occur in the event
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached and that such damage would not
be compensable in money damages and that it would be extremely difficult or
impracticable to measure the resultant damages. It is accordingly agreed that
the Littles and/or the Lischak shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of the Agreement (including,
without limitation, to prohibit a transfer or disposition of Converted Lischak
Shares in violation of this Agreement) and to enforce specifically the terms
and provisions hereof (including, without limitation, the provisions of this
Agreement requiring Lischak to sell the Converted Lischak Shares or any part
thereof to the Littles) in addition to any other remedy to which they may be
entitled at law or equity, and such party that is sued for breach of this
Agreement expressly waives any defense that a remedy in damages would be
adequate and expressly waives any requirement in an action for specific
performance for the posting of a bond by the party bringing such action.
9. Severability.
If any term, provision or covenant in this Agreement is held
to be invalid, void or unenforceable, (i) the remainder of the terms,
provisions and covenants in this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and (ii) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any section of this Agreement containing
any such provision held to be invalid, void or unenforceable that are not
themselves invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void or
unenforceable.
10. Notices.
Any notice that Lischak is required or may desire to give to the
Littles hereunder shall be in writing and may be served by delivering it to the
Littles, or by sending it to the Littles by certified mail, return receipt
requested (effective five days after mailing) or overnight delivery of the same
by delivery service capable of providing verified receipt (effective the next
business day), or facsimile (effective twenty-four hours after receipt is
confirmed by person or machine),
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at the address set forth below, or such substitute address as the Littles may
from time to time designate by notice to Lischak. Any notice that the Littles
are required or may desire to serve upon Lischak hereunder shall be in writing
and may be served by delivering it personally or by sending it certified mail,
return receipt requested, or overnight delivery, or facsimile (with receipt
confirmed by person or machine) to the address set forth below, or such other
substitute address as Lischak may from time to time designate by notice to the
Littles. Such notices by the Littles shall be effective at the same times as
specified in this Paragraph 10 for notices by Lischak.
Lischak: William F. Lischak
601 N. Sweetzer, Unit B
Los Angeles, California 90048
Littles: Ellen and Robbie Little
12309 Viewcrest Road
Studio City, California 91604
IN WITNESS WHEREOF the parties have executed this Stock Sale Agreement
as of the date first above written.
Lischak: Littles:
/s/ WILLIAM F. LISCHAK /s/ ELLEN DINERMAN LITTLE
- ------------------------------- -----------------------------------
William F. Lischak Ellen Dinerman Little
/s/ ROBERT B. LITTLE
-----------------------------------
Robert B. Little
The undersigned acknowledges and understands the terms of this Agreement
and agrees to take such actions as may be necessary to effectuate the legend
requirement set forth in Paragraph 6 hereof.
Overseas Filmgroup, Inc., a
Delaware corporation
By: /s/ ELLEN DINERMAN LITTLE
--------------------------------
Name: Ellen Dinerman Little
Title: President
10
