SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Amendment No. 1 to
Form 8-K
on
FORM 8-K/A
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 3, 2000
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Overseas Filmgroup, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25308 13-3751702
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
8800 Sunset Boulevard, Third Floor, Los Angeles, 90069
California
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 855-1199
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
Effective June 20, 2000, Ellen Dinerman Little, Gary Stein and Alessandro
Fracassi resigned from their positions with Overseas Filmgroup, Inc. ("Company")
and Christopher Cooney, Jeffrey Cooney, Barry Minsky, Joseph Linehan and
Nicholas Bavaro were appointed as directors by the existing members of the board
to fill the vacancies created by the resignations and the creation of two new
directorships. The change in composition of the board occurred in connection
with a sale on June 20, 2000 by the Company to Rosemary Street Productions, LLC
("Purchaser") of (i) 5,097,413 shares of common stock ("Common Stock"), (ii)
904,971 shares of Series A Preferred Stock ("Preferred Stock"), each share of
which is convertible into two shares of Common Stock and (iii) five-year
warrants ("Warrants") to purchase up to 2,313,810 shares of Common Stock of
Company at an exercise price of $3.40 per share (collectively, the "Securities")
for a cash purchase price of $17,000,000 (the "Securities Purchase"). Purchaser
also has an option to purchase up to an additional 1,625,260 shares of Common
Stock for an aggregate purchase price of $4,000,000. This option will be
exercisable for a period of 90 days after the closing date. Since the Preferred
Stock votes with the Common Stock on an as- converted basis, the Purchaser
beneficially owns approximately 59.5% of the Company's voting securities
(assuming that the Purchaser will not exercise its option).
The following persons now represent the executive officers and directors of
the Company:
Name Title
Christopher Cooney Co-Chairman of the Board and Chief Executive
Officer
Robert Little Co-Chairman of the Board and President
William F. Lischak Chief Operating Officer, Chief Financial
Officer, Secretary and Director
Jeffrey Cooney Executive Vice President--Creative Affairs and
Director
Stephen K. Bannon Director
Scot K. Vorse Director
Barry R. Minsky Director
Joseph Linehan Director
Nicholas Bavaro Director
In connection with the Securities Purchase, the Company, the Purchaser,
Robert Little, Ellen Dinerman Little (together with Robert Little, collectively
referred to as the "Littles"), MRCo., Inc., a member of the Purchaser,
Christopher J. Cooney and Jeffrey Cooney entered into a voting agreement.
Pursuant to the terms of the voting agreement, so long as Robert Little is
employed as President of the Company or the Littles own no less than 5% of the
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issued and outstanding voting securities of the Company, Purchaser will nominate
and vote for Robert Little to serve as a member of the board of directors of the
Company. So long as Christopher Cooney and Jeffrey Cooney own, in the aggregate,
directly or indirectly, no less than 5% of the issued and outstanding voting
securities of the Company, the Littles and other members of the Purchaser will
vote for Christopher Cooney and Jeffrey Cooney to serve as members of the board
of directors of the Company. So long as MRCo. owns no less than 5% of the issued
and outstanding voting securities of the Company, the Littles and other members
of Purchaser will vote for Joseph Linehan to serve as a member of the board of
directors of the Company.
The Company is not aware of any arrangements the operation of which may
result in a further change in control of the Company, as contemplated by Item
403(c) of Regulation S-K, nor are there any other arrangements or understandings
among members of the former and new control persons and their associates with
respect to the election of directors or other matters, except as set forth in
the voting agreement discussed above.
Item 5. Other Events
In June 2000, the Company, as borrower, and certain subsidiaries of the
Company, as guarantors, entered into a $40 million five-year secured revolving
credit agreement with a group of commercial banks and other financial
institutions. The proceeds from the credit facility will be used to:
o refinance outstanding loans and accrued interest under the Company's
existing credit facility with Coutts & Co. and Bankgesellschaft Berlin
A.G. (formerly known as Berliner Bank A.G. London Branch);
o finance the Company's production, acquisition, distribution and
exploitation of feature length motion pictures, television
programming, video product and rights therein;
o fund the Company's working capital; and
o otherwise fund the Company's lawful corporate purposes.
The facility bears interest, as the Company may select, at rates based on either
the LIBOR or a rate per annum equal to the greater of (a) the Prime Rate, (b)
the Base CD Rate plus 1% and (c) the Federal Funds Effective Rate plus 1/2% (as
such terms are defined in the credit agreement). The revolving line of credit
may be reduced, partially or in whole, at any time and is to be fully paid on
June 20, 2005. The amounts drawn under the credit facility are secured by
substantially all of the Company's and its domestic subsidiaries' current and
future assets. The credit facility contains customary covenants restricting or
limiting the Company's ability to engage in certain activities, including
limitations on debt, liens, guarantees, investments, restricted payments,
transactions with affiliates, asset sales and dispositions and changes in its
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corporate existence. At varying times over the term of the credit facility, the
Company is required to meet certain financial and operational tests.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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3.2 Bylaws
3.3 Certificate of Designations for Series A Preferred
Stock
4.8 Form of Warrant
10.35 Securities Purchase Agreement, dated May 3, 2000,
between the Company and the Purchaser
10.36 Assignment and Assumption Agreement between the Company
and Purchaser
10.37 Amended and Restated 1996 Special Stock Option Plan and
Agreement among Robert Little, Ellen Little and the
Company
10.38 Stock Option Agreement between the Company and William
Lischak
10.39 Amended and Restated Employment Agreement between
Robert Little and the Company
10.40 Amended and Restated Employment Agreement between
William Lischak and the Company
10.41 Employment Agreement between Christopher Cooney and the
Company
10.42 Employment Agreement between Jeffrey Cooney and the
Company
10.43 First Look Agreement between The Little Film Company,
Inc. and the Company
10.44 Note and Debt Contribution Agreement among Robert
Little, Ellen Little and the Company
10.45 Form of Management Letter between each of Robert Little
and Ellen Little and the Company
10.46 Voting Agreement among the Company, Purchaser, Robert
Little, Ellen Little, MRCo., Inc., Christopher Cooney
and Jeffrey Cooney
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10.47 Form of Credit, Security, Guaranty and Pledge
Agreement, dated as of June 20, 2000, among the
Company, as Borrower, the Guarantors named therein,
and the Lenders named therein, with the Chase Manhattan
Bank, as Administrative Agent, and The Chase Manhattan
Bank, as Issuing Bank (without schedules and exhibits)
10.48 Copyright Security Agreement, dated as of June 20, 2000
(without schedules and exhibits)
99.1 Press release of the Company dated May 5, 2000*
99.2 Press release of the Company dated June 20, 2000
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* Previously filed.
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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 hereunto duly authorized.
Dated: June 29, 2000 OVERSEAS FILMGROUP, INC.
/s/ William F. Lischak
By: __________________________________
William F. Lischak
Chief Operating Officer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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3.2 Bylaws
3.3 Certificate of Designations for Series A Preferred
Stock
4.8 Form of Warrant
10.35 Securities Purchase Agreement, dated May 3, 2000,
between the Company and the Purchaser
10.36 Assignment and Assumption Agreement between the Company
and Purchaser
10.37 Amended and Restated 1996 Special Stock Option Plan and
Agreement among Robert Little, Ellen Little and the
Company
10.38 Stock Option Agreement between the Company and William
Lischak
10.39 Amended and Restated Employment Agreement between
Robert Little and the Company
10.40 Amended and Restated Employment Agreement between
William Lischak and the Company
10.41 Employment Agreement between Christopher Cooney and the
Company
10.42 Employment Agreement between Jeffrey Cooney and the
Company
10.43 First Look Agreement between The Little Film Company,
Inc. and the Company
10.44 Note and Debt Contribution Agreement among Robert
Little, Ellen Little and the Company
10.45 Form of Management Letter between each of Robert Little
and Ellen Little and the Company
10.46 Voting Agreement among the Company, Purchaser, Robert
Little, Ellen Little, MRCo., Inc., Christopher Cooney
and Jeffrey Cooney
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10.47 Form of Credit, Security, Guaranty and Pledge
Agreement, dated as of June 20, 2000, among the
Company, as Borrower, the Guarantors named therein,
and the Lenders named therein, with the Chase Manhattan
Bank, as Administrative Agent, and The Chase Manhattan
Bank, as Issuing Bank (without schedules and exhibits)
10.48 Copyright Security Agreement, dated as of June 20, 2000
(without schedules and exhibits)
99.1 Press release of the Company dated May 5, 2000*
99.2 Press release of the Company dated June 20, 2000
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* Previously filed.
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