<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Dove Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
259901 110 6
(CUSIP Number)
Charles A. Sweet, Esq.
Williams & Connolly
725 - 12th Street, N.W.
Washington, D.C. 20005
202-434-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 10, 1997
(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 [].
Exhibit index is on page 12.
Page 1 of 12
<PAGE> 2
AMENDMENT NO. 1
TO
SCHEDULE 13D
CUSIP No. 259901 10 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Viner (S.S. No. ###-##-####)
Deborah Raffin Viner (S.S. No. ###-##-####)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
N/A
N/A
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
8) SHARED VOTING POWER
1,225,844
9) SOLE DISPOSITIVE POWER
0
10) SHARED DISPOSITIVE POWER
1,225,844
<PAGE> 3
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,844
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.1%
14) TYPE OF REPORTING PERSON*
IN
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
Page 2 of 12
<PAGE> 4
AMENDMENT NO. 1
TO
SCHEDULE 13D
This Amendment No. 1 amends and supplements the statement on Schedule
13D filed with respect to an event occurring March 28, 1997 and filed by
Michael Viner ("Mr. Viner") and Deborah Raffin Viner ("Ms. Raffin") on August
15, 1997 (the "Initial Filing") relating to the common stock, par value $0.01
per share (the "Common Stock"), of Dove Entertainment, Inc., a California
corporation ("Dove" or the "Issuer"). Capitalized terms used herein without
definition have the same meanings attributed to them in the Initial Filing.
Item 2. Identity and Background.
Upon the consummation of the transactions discussed below in Item 4,
Mr. Viner resigned as the President, Chief Executive Officer and a director of
the Issuer and Ms. Raffin resigned as was the Executive Vice President,
Secretary and a director of the Issuer. Mr. Viner and Ms. Raffin will consult
with Dove on various matters for the next 60 months, as further described in
Item 4, and for the present intend to remain self-employed in the publishing
and film businesses. The new business address for each of Mr. Viner and Ms.
Raffin is 301 North Canon Drive, Suite 207, Beverly Hills, California 90210.
Item 4. Purpose of Transaction.
The Second Closing referred to in the Initial Filing occurred on May
15, 1997 and June 3, 1997. On May 15, 1997, Mr. Viner and Ms. Raffin purchased
an additional 150 shares of Series C Preferred Stock and Warrants to purchase
an additional 75,000 shares of Common Stock, and on June 3 Mr. Viner and Ms.
Raffin purchased an additional 500 shares of Series C Preferred Stock and
Warrants to purchase an additional 250,000 shares of Common Stock, all such
Warrants on the same Warrant Terms discussed in the Initial Filing. Mr. Viner
and Ms. Raffin assigned their rights to purchase 350 shares of Series C
Preferred Stock and Warrants to purchase an additional 175,000 shares of Common
Stock on the same Warrant Terms discussed in the Initial Filing to a third
party as permitted by the terms of the Stock Purchase Agreement.
The purchases made at the Second Closing were made for investment
purposes. Mr. Viner and Ms. Raffin's purpose in purchasing the Series C
Preferred Stock and Warrants was to make a further equity investment in Dove
and to provide needed funding, along with the funds raised by the sale and
issuance of securities to MEI as described in the Initial Filing, for Dove to
expand its business operation.
Page 3 of 12
<PAGE> 5
On May 23, 1997, Mr. Viner and Ms. Raffin exercised 250,000 options to
purchase shares of Common Stock at an exercise price of $.01 per share. The
reporting persons made this acquisition for investment purposes.
On June 10, 1997, Mr. Viner and Ms. Raffin entered into a securities
purchase agreement with MEI (the "MEI Purchase Agreement") pursuant to which
MEI purchased 500,000 shares of the reporting persons' Common Stock, all 1,570
of the reporting persons' shares of Series C Preferred Stock and Warrants to
purchase 825,000 shares of Common Stock on the Warrant Terms, and all 214,113
of the reporting persons' shares of Series D Preferred Stock, for total cash
consideration of $3,086,000.
Concurrently with the execution of the MEI Purchase Agreement, Mr.
Viner and Ms. Raffin entered into an employment termination agreement dated
June 10, 1997 with Dove (the "Termination Agreement"), pursuant to which Mr.
Viner and Ms. Raffin resigned from all positions with Dove and its
subsidiaries, including as directors. Concurrently with such resignations,
Dove's Board of directors appointed Terrence A. Elkes and Bruce Maggin,
two affiliates of MEI, to replace Mr. Viner and Ms. Raffin as directors, and
elected Ronald Lightstone as acting chief executive officer. Mr. Viner and Ms.
Raffin have agreed to consult with Dove on matters relating to their former
employment during the 60 month term of the Termination Agreement described
below. Mr. Viner and Ms. Raffin also agreed not to compete with Dove
in the audio book business nor solicit authors or readers currently under
contract with Dove or in Dove's catalog (in each case for a period of four
years), with certain limited exceptions.
Pursuant to the MEI Purchase Agreement, MEI has a right of first
refusal on any shares of Common Stock retained after the transaction by Mr.
Viner and Ms. Raffin and offered for sale or transfer by them for a period of
three years. For the same three year period, sales by Mr. Viner or Ms. Raffin
in market transactions must be limited during any three month period to the
greater of (i) the volume limitations of Rule 144 promulgated under the
Securities Act of 1933, as amended, and (ii) 150,000 shares of Common Stock.
Pursuant to the Termination Agreement, and in consideration for their
agreement to terminate their respective employment agreements, Mr. Viner and
Ms. Raffin will receive monthly payments (the "Payments") of approximately
$14,583 and $10,416, respectively, and medical insurance for 60 months (the
"Term") (the remaining balance of the original term of the employment
agreements). In addition, Mr. Viner and Ms. Raffin will each receive a car
allowance for 24 months and reimbursements for certain medical and business
expenses.
Page 4 of 12
<PAGE> 6
To secure the Payments, the Issuer has issued into escrow 1,500 of
its Series E Preferred Stock (the "Series E Shares"), convertible into shares
of Common Stock as described below. The Series E Shares will be held in escrow
and will not be released to Mr. Viner and Ms. Raffin except in the event of a
default in the Payments by Dove (a "Default"). In the event of a Default,
Series E Shares will be released to Mr. Viner or Ms. Raffin, as the case may
be, in an amount equal to the portion of the Payments unpaid due to such
Default divided by the stated value of the Series E Preferred Stock. Each
Series E Share is convertible into shares of Common Stock following its release
from escrow (but no earlier than six months from the date of issuance) at a
rate calculated by dividing $1,000.00 by the then applicable Conversion Price.
The "Conversion Price" is the average of the Closing Prices for the five
trading days prior to the release from escrow. The "Closing Price" is the
average of the reported bid and ask prices regular way on Nasdaq for Common
Stock, or if Common Stock is listed on a national securities exchange or quoted
on the Nasdaq National Market, the closing sale price, or if not so quoted, as
reasonably determined by Dove's board of directors. Mr. Viner and Ms. Raffin
have registration rights pursuant to a registration rights agreement, dated
June 10, 1997, among Dove, Mr. Viner and Ms. Raffin (the "Registration Rights
Agreement") with respect to any Common Stock issued to them upon the conversion
of any Series E Shares received by them upon a Default.
The reporting persons disposed of the shares of Common Stock and other
securities of Dove described above in order to raise personal funds, and as
part of negotiated resignation from their offices with Dove negotiated among
Dove and MEI.
Mr. Viner's and Ms. Raffin's intentions with regard to the Common
Stock of the Issuer as set forth in the Initial Filing have not changed.
Except as set forth above, as of the date of the most recent event
reported herein, Mr. Viner and Ms. Raffin had no plans or proposals which
relate to or would result in any of the actions set forth in parts (a) through
(j) of Item 4.
Item 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 5,523,766 shares of Common Stock outstanding as set forth
in Dove's Form 10-QSB for the fiscal quarter ended March 31, 1997) of
outstanding shares of Common Stock owned beneficially by each reporting person
named in Item 2, as of June 10, 1997:
Page 5 of 12
<PAGE> 7
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Shares of Common
Beneficially Stock Beneficially
Name Owned Owned
- ---- ----- -----
<S> <C> <C>
Mr. Viner 1,225,844(1) 22.1%(1)
Ms. Raffin 1,225,844(1) 22.1%(1)
</TABLE>
- -------------------
(1) All of such shares are held jointly by Mr. Viner and Ms. Raffin
as community property. In addition to 1,192,511 shares of Common
Stock, includes 33,333 shares of Common Stock currently issuable upon
exercise of options issued on September 4, 1996 with an exercise price
of $3.50 per share. The 80,000 shares of Common Stock or, 22,079
shares of Preferred Stock (referenced in the Initial Filing) that may
have been authorized by the Issuer in lieu of accrued and unpaid
dividends on the Series A Preferred Stock are not included because Mr.
Viner and Ms. Raffin have been unable to confirm such authorization
with either the Issuer or the Issuer's counsel. The Common Stock
issuable upon exercise of an additional 66,667 options issued on
September 4, 1996 with an exercise price of $3.50 per share is not
considered beneficially owned because 33,333 of such options are not
vested until September 4, 1997, and 33,334 of such options are not
vested until September 4, 1998. The Common Stock issuable upon
conversion of the Series E Shares is not considered beneficially owned
because the Series E Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date of the most recent event reported herein.
Further, the Series E Shares do not bear voting rights until converted
into Common Stock. The reported percentages may be greater than
actual because they are based on 5,557,099 shares, which includes
5,523,766 shares of Common Stock outstanding as set forth in Dove's
Form 10-QSB for the fiscal quarter ended March 31, 1997, as well as
the 33,333 shares of Common Stock currently issuable upon exercise of
options issued on September 4, 1996, but which does not include any
other outstanding options, warrants, convertible preferred stock and
other outstanding securities convertible into Common Stock but not
beneficially owned by Mr. Viner or Ms. Raffin.
(b) Mr. Viner and Ms. Raffin have shared power to vote and dispose
of 1,225,844 shares of Common Stock, which includes all shares described above
in footnote (1) to the table in Item 5(a).
(c) The following is a description of all transactions in the
Common Stock of the Issuer by the persons identified in Item 2 of this Schedule
13D effected from March 10, 1997 through June 10, 1997 inclusive.
Page 6 of 12
<PAGE> 8
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
NAME OF ACQUISITION TRANSACTION AMOUNT OF PRICE PER WHERE AND
SHAREHOLDER (A) OR DATE SECURITIES UNIT HOW EFFECTED
DISPOSITION INVOLVED
(D)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Viner & D 3/11/97 4,000 $2.8125 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 2,000 $2.50 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 5,000 $2.65625 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 3,800 $2.625 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 4,000 $2.5625 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/16/97 2,000 $2.8125 Market sale
Ms. Raffin
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 3/28/97 214,113 N/A Private
Ms. Raffin transaction
with Issuer
as described
above in
Item 4 (1)
- ------------------------------------------------------------------------------------------------
Mr. Viner & A 3/28/97 258,000 N/A Private
Ms. Raffin transaction
with Issuer
as described
above in
Item 4 (1)
- ------------------------------------------------------------------------------------------------
Mr. Viner & A 3/28/97 500,000 $.001 Private
Ms. Raffin purchase
from Issuer
as described
above in
Item 4 (2)
- ------------------------------------------------------------------------------------------------
Mr. Viner & A 5/15/97 75,000 $.001 Private
Ms. Raffin purchase
from Issuer
as described
in Item 4
(3)
- ------------------------------------------------------------------------------------------------
Mr. Viner & A 5/23/97 250,000 $.01 Private
Ms. Raffin purchase
from Issuer
as described
in Item 4
(4)
- ------------------------------------------------------------------------------------------------
Mr. Viner & A 6/3/97 250,000 $.001 Private
Ms. Raffin purchase
from Issuer
as described
in Item 4
(5)
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 6/10/97 825,000 (6) Private sale
Ms. Raffin to MEI as
described in
Item 4 (6)
- ------------------------------------------------------------------------------------------------
</TABLE>
Page 7 of 12
<PAGE> 9
<TABLE>
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Viner & D 6/10/97 500,000 $2.00 Private sale
Ms. Raffin to MEI as
described in
Item 4 (7)
- ------------------------------------------------------------------------------------------------
Mr. Viner & D 6/10/97 258,000 $2.00 Private sale
Ms. Raffin to MEI as
described in
Item 4 (8)
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Viner and Ms. Raffin agreed to exchange 214,113 shares of
Series A Preferred Stock, convertible to Common Stock at a ratio of
1:1, for an equal amount of shares of Series D Preferred Stock,
convertible to Common Stock at a ratio of 1:1.20497.
(2) Mr. Viner and Ms. Raffin purchased Warrants to purchase 500,000
shares of Common Stock. The Common Stock issuable upon conversion of
the Series C Preferred Stock is not considered beneficially owned
because the Series C Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date hereof.
(3) Mr. Viner and Ms. Raffin purchased Warrants to purchase 75,000
shares of Common Stock. The Common Stock issuable upon conversion of
the Series C Preferred Stock is not considered beneficially owned
because the Series C Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date hereof.
(4) Mr. Viner and Ms. Raffin exercised 250,000 options to purchase
shares of Common Stock at an exercise price of $.01 per share.
(5) Mr. Viner and Ms. Raffin purchased Warrants to purchase 250,000
shares of Common Stock. The Common Stock issuable upon conversion of
the Series C Preferred Stock is not considered beneficially owned
because the Series C Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date hereof.
(6) Mr. Viner and Ms. Raffin entered into the MEI Purchase Agreement
pursuant to which MEI purchased all of the reporting persons' shares
of Series C Preferred Stock and Warrants to purchase 825,000 shares of
Common Stock on the Warrant Terms for an aggregate purchase price of
$1,570,000. The MEI Purchase Agreement does not specify how much of
the
Page 8 of 12
<PAGE> 10
aggregate purchase price was allocable to the purchase of the
Warrants. The Common Stock issuable upon conversion of the Series C
Preferred Stock is not considered beneficially owned because the
Series C Preferred Stock is not convertible into Common Stock until
six months following the issuance thereof, which is more than 60 days
after the date of the event reported herein.
(7) Mr. Viner and Ms. Raffin entered into the MEI Purchase Agreement
pursuant to which MEI purchased 500,000 shares of the reporting
persons' Common Stock, for total cash consideration of $1,000,000.
(8) Mr. Viner and Ms. Raffin entered into the MEI Purchase Agreement
pursuant to which MEI purchased all 214,113 of the reporting persons'
shares of Series D Preferred Stock, convertible to Common Stock at a
ratio of of 1:1.20497, for total cash consideration of $516,000.
The foregoing table excludes the 80,000 shares of Common Stock or
22,079 shares of Series D Preferred Stock that may have been
authorized by the Issuer in lieu of accrued and unpaid dividends on
the Series A Preferred Stock, as Mr. Viner and Ms. Raffin have been
unable to confirm such authorization with either the Issuer or the
Issuer's counsel.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
See Item 4. Except for the circumstances discussed therein, there are
no contracts, arrangements, understandings, or relationships with respect to
the securities of the Issuer among any of the persons reporting in this
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit 3: Securities Purchase Agreement, dated June 10, 1997,
among MEI, Mr. Viner and Ms. Raffin (incorporated by
reference from Exhibit 10.46 to Dove's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on June 10, 1997)
Exhibit 4: Employment Termination Agreement, dated June 10,
1997, among Dove, Mr. Viner and Ms. Raffin
(incorporated by reference from Exhibit 10.45 to
Dove's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 1997)
Exhibit 5: Registration Rights Agreement, dated June 10, 1997,
among Dove, Mr. Viner and Ms. Raffin
Page 9 of 12
<PAGE> 11
(incorporated by reference from Exhibit 4.21 to
Dove's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 1997)
Page 10 of 12
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certifies that the information set forth in
this Schedule is true, complete and correct.
Dated: August 10, 1997 /s/ Michael Viner
------------------------------
Michael Viner
/s/ Deborah Raffin
------------------------------
Deborah Raffin
Page 11 of 12
<PAGE> 13
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
Exhibit 3 Securities Purchase Agreement, dated
June 10, 1997, among MEI, Mr. Viner and
Ms. Raffin (incorporated by reference
from Exhibit 10.46 to Dove's Current
Report on Form 8-K filed with the
Securities and Exchange Commission on
June 24, 1997)
Exhibit 4 Employment Termination Agreement, dated
June 10, 1997, among Dove, Mr. Viner and
Ms. Raffin (incorporated by reference
from Exhibit 10.45 to Dove's Current
Report on Form 8-K filed with the
Securities and Exchange Commission on
June 24, 1997)
Exhibit 5 Registration Rights Agreement, dated
June 10, 1997, among Dove, Mr. Viner and
Ms. Raffin (incorporated by reference
from Exhibit 4.21 to Dove's Current
Report on Form 8-K filed with the
Securities and Exchange Commission on
June 24, 1997)
Page 12 of 12
