<PAGE>
FORM 8-K/A
CURRENT REPORT PURSUANT
to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 8, 1998
----------------------------
VIDEO UPDATE, INC.
------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation)
0-24346 41-1461110
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
3100 World Trade Center, 30 East Seventh Street, St. Paul, Minnesota 55101
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(612) 222-0006
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
AMENDMENT NO. 1
The undersigned registrant (the "Company") hereby amends the following
items, financial statements, exhibits or other portions of its Form 8-K filed on
March 11, 1998 as set forth in the pages attached hereto.
(List all such items, financial statements, exhibits or other portions
amended)
1. Item 7, page 2 Amended to incorporate by reference the Financial
Statements of Moovies, Inc. and the Company's pro forma financial
information.
<PAGE>
TABLE OF CONTENTS
FORM 8-K/A
May 8, 1998
Item Page
- ---- ----
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 1
SIGNATURE 3
EXHIBITS None
-i-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial statements of businesses acquired.
The financial statements required by this item are included in the
Company's Registration Statement on Form S-4 filed on January 23, 1998
and are hereby incorporated by reference.
b. Pro forma financial information.
The financial statements required by this item are included in the
Company's Registration Statement on Form S-4 filed on January 23, 1998
and are hereby incorporated by reference.
c. Exhibits.
The following exhibits were previously filed with the Form 8-K filed
on March 11, 1998.
Exhibit
No. Title
------- -----
10.1 Credit Agreement among Video Update, Inc., Various Lending
Institutions and Banque Paribas, as Agent, dated as of
March 6,1998
10.2 U.S. Pledge Agreement dated as of March 6, 1998
10.3 U.S. Security Agreement among Video Update, Inc., Various
U.S. Subsidiaries of Video Update, Inc., and Banque Paribas,
as Collateral Agent, dated as of March 6, 1998
10.4 Subsidiaries Guarantee Agreement dated as of March 6, 1998
10.5 Warrant Purchase Agreement between Video Update, Inc., and
Banque Paribas, Grand Cayman Branch, dated as of March 6,
1998
10.6 Warrant Agreement between Video Update, Inc. and Banque
Paribas, Grand Cayman Branch, dated as of March 6, 1998
10.7 Registration Rights Agreement between Video Update, Inc. and
Banque Paribas, Grand Cayman Branch, dated as of March
6, 1998
-1-
<PAGE>
Matters discussed in this Amendment, including expectations as to Video
Update's future operating results, contain forward-looking statements that
involve risks and uncertainties. Future operating results or other events may
differ materially and significantly from such forward-looking statements.
Regarding the Senior Facility described in the Form 8-K filed March 11, 1998 and
referred to herein, if Video Update is unable to maintain its current level of
operations as it integrates the acquired Moovies stores, it will be required to
reduce its overall expenditures and expansion plans to comply with the covenants
and requirements of the Senior Facility. Additionally, any failure by Video
Update to maintain its level of operations within the covenants and requirements
of the Senior Facility could cause Video Update to be in default thereunder,
allowing the lenders to take legal action against Video Update, including, but
not limited to, the immediate acceleration of payment of borrowed funds, which
could materially and adversely affect Video Update's operations. No assurances
can be given that Video Update will not require additional sources of financing
in addition to the Senior Facility, as a result of unanticipated cash needs or
opportunities, an expanded growth strategy, or disappointing operating results.
No assurance can be given that the additional funds when required, will be
available on satisfactory terms, if at all. Additionally, no assurances can be
given that Video Update will be successful in timely integrating and managing
the operating, purchasing, marketing and management information systems of
Moovies with those of Video Update or that Video Update will be able to hire,
train, retain, and assimilate selected individuals at acquired stores. These
and other risks related to the acquisition are detailed from time to time in
Video Update's SEC reports, including Form 10-K for the year ended April 30,
1997 and Form 10-Q for the quarter ended January 31, 1998 and the proxy
materials that were mailed to Video Update and Moovies stockholders on or about
January 30, 1998.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Video Update, Inc.
Dated: May 8, 1998 By: /s/ Daniel A. Potter
-------------------------
Daniel A. Potter
Chief Executive Officer
