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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) Nov. 26, 1996
FOOD COURT ENTERTAINMENT NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26828 51-0338736
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
220 East 42nd Street, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 983-4500
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
The press releases of Food Court Entertainment Network,
Inc., dated November 26, 1996 and December 10, 1996 are attached
hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release, dated November 26, 1996, of Food
Court Entertainment Network, Inc.
99.2 Press Release, dated December 10, 1996, of Food
Court Entertainment Network, Inc.
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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.
FOOD COURT ENTERTAINMENT NETWORK,
INC.
Dated: December 17, 1996
By /s/ James N. Perkins
James N. Perkins, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
99.1 Press Release, dated November 26, 1996, of Food Court
Entertainment Network, Inc.
99.2 Press Release, dated December 10, 1996, of Food Court
Entertainment Network, Inc.
EXHIBIT 99.1
FOOD COURT ENTERTAINMENT NETWORK, INC.
FOOD COURT ENTERTAINMENT NETWORK, INC. COMPLETES
PRIVATE PLACEMENT OFFERING
New York City (November 26, 1996) - Food Court
Entertainment Network, Inc. (NASDAQ: FCENA, FCENU), operators of
the Cafe USA entertainment and information television network
seen in major shopping malls, has completed a private placement
of securities to accredited investors that provided the company
with an additional $7.8 million in expansion and working capital.
The securities sold by the company in the private
placement were identical to those sold by the company in its
initial public offering in October 1995. The original units
consisted of one share of Series A common stock, one redeemable
Class A warrant and one redeemable Class B warrant. The new
securities were priced at $3.15, equal to 60 percent of the
closing bid price of the units on the closing date, November 14.
As a result of the sale of securities in the private placement,
the price to be paid upon the exercise of the Class A and Class B
warrants for the purchase of the company's Series A common stock
has been reduced and the number of outstanding Class A and
Class B warrants has been increased. The exercise price for the
Class A warrants has been reduced from $6 to $5.13. The exercise
price for Class B warrants has been reduced from $8 to $6.85.
Further, an additional 1,221,424 Class A warrants and 1,020,258
Class B warrants are required to be issued to the holders of
Class A and Class B warrants respectively.
D. H. Blair Investment Banking Corp. acted as placement
agent in the sale of the securities. The securities sold in this
private placement have not been registered under the Securities
Act of 1933 as amended and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirement. The company has agreed to register the
securities sold in the private placement, as well as shares
issuable upon exercise of the warrants, within four months
following the closing date.
The company said proceeds from the offering will be
used to expand Cafe USA installations into additional mall food
courts, provide funding for the company's operations and to
develop new digital technology for transmitting programming to
the Cafe USA network.
Food Court currently operates Cafe USA in eight
affiliate malls and is on an aggressive schedule to open
additional affiliates. Revenues are earned from commercial
advertising spots broadcast during the feature and information
programming hosted by Emmy-award winner Sarah Purcell.
Forward-looking statements in this news release, if
any, are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Certain important
factors could cause results to differ materially from those
anticipated by the forward-looking statements, including the
impact of changing economic or business conditions and other risk
factors inherent in the retail, real estate and entertainment
industries and other factors discussed from time to time in
reports filed by the company with the Securities and Exchange
Commission.
Exhibit 99.2
FOOD COURT ENTERTAINMENT NETWORK INC.
Food Court Entertainment Network Will Assume
Programming and Advertising Sales Responsibility for Cafe USA
Shopping Mall Television Network Wraps Up
Relationship with Turner Private Networks
NEW YORK CITY (Dec. 10, 1996) -- Food Court Entertainment
Network, Inc. [Nasdaq, FCENA, FCENU], said today it will assume
responsibility for programming and advertising sales for its
Cafe USA television service shown in food courts of large
shopping malls. The company said it has concluded an eight-
month-old programming and sales contractual relationship with
Turner Private Networks, Inc. The Time-Warner unit will remain
as an equity investor in the network.
James N. Perkins, President and CEO of Food Court, said:
"We are grateful to Turner for helping Cafe USA get a leg up in
creating the network. We now have an increased understanding
that we should control the key elements of our relationships with
malls, advertisers and shoppers."
Robert H. Lenz, Chairman of Food Court, said responsibility
for Cafe USA programming has been given to Senior Vice President
Marc Chalom, a veteran special-interest broadcasting executive
formerly with Hearst/ABC and Arts & Entertainment, where he
produced over 100 television specials.
"Marc Chalom has exactly the right feel for this unique type
of information and entertainment programming," Mr. Lenz said.
"We will now be able to utilize programming from a wide variety
of sources to serve viewers with content that addresses the fact
that they are already in a shopping state of mind and have stores
at hand to act on information they see on our screens."
Mr. Perkins said advertising sales would be handled by Food
Court under the direction of its Director of Marketing and
Advertising Sales, Mark McLaughlin, in cooperation with another
major media company that will be identified at a later date. "We
are in a niche business that requires pinpoint and careful
positioning with advertisers," Mr. Perkins said "Mark McLaughlin,
with his strong foundation in media research and effectiveness,
has the right tools to help us package our network for the
advertising community."
Mr. McLaughlin noted that during the current holiday season
Cafe USA is delivering in excess of 300,000 viewers per week in
its network of shopping malls and "has evolved into a credible
and growing medium for the advertising community."
Mr. Perkins himself is seasoned in the art of identifying
and developing new media concepts, particularly as the innovator
of the Home Shopping Show, and as a founding executive of the
Arts and Entertainment (A&E) and Lifetime networks for
Hearst/ABC.
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Forward-looking statements in this new release, if any,
are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
Certain important factors could cause results to differ
materially from those anticipated by the forward-
looking statements, including the impact of changing
economic or business conditions and other risk factors
inherent in the retail, real estate and entertainment
industries and other factors discussed from time to
time in reports filed by the company with the
Securities and Exchange Commission.
