Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2014 |
Commitments and Contingencies | ' |
8. Commitments and Contingencies |
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Revenue Sharing Agreements |
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The Company is obligated to pay certain studios minimum amounts associated with certain revenue-sharing agreements related to rental assets. As of April 30, 2014 and 2013, such minimum future payments approximated $0.9 million and $1.0 million, respectively. The balance at April 30, 2014 is expected to be paid during fiscal 2014. |
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Legal Matters |
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We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position, results of operations or cash flows. |
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On March 28, 2014, a lawsuit challenging the merger contemplated in the Merger Agreement that we entered into on March 17, 2014 (See Item 2--Management’s Discussion and Analysis of Financial Condition of Results of Operation--Merger Agreement) (the “Merger”), captioned CV-00072-J—Andreas Oberegger and David A. Capps, directly and derivatively on behalf of Hastings Entertainment, Inc., v. Danny W. Gurr, Ann S. Lieff, Frank O. Marrs, John H. Marmaduke, Jeffrey G. Shrader, Draw Another Circle, LLC (“Parent”), Hendrix Acquisition Corp. (“Merger Sub”), Joel Weinshanker and National Entertainment Collectibles Association, Inc. (NECA”), as defendants, and Hastings Entertainment, Inc., as a nominal defendant, was filed in the United States District Court for the Northern District of Texas, Amarillo Division. The plaintiffs are purported shareholders of the Company and are alleging several claims in connection with the Merger Agreement and the transactions contemplated therein. Plaintiffs allege, among other things, that the Merger contemplated in the Merger Agreement provides for insufficient consideration to be paid to the Company’s shareholders in exchange for their shares of the Company’s common stock, that the officers and directors of the Company breached their respective fiduciary duties in the course of negotiating and approving the Merger Agreement and that the other defendants aided and abetted such breach of fiduciary duties. The lawsuit seeks to enjoin the Merger or rescind the Merger if it is consummated and compensatory damages in an unspecified amount. The Company believes that the lawsuit was improperly and prematurely filed under Texas law. On April 16, 2014, the Company filed a Motion to Dismiss the Action, and Parent, Merger Sub, NECA and Mr. Weinshanker filed a Joinder to this Motion to Dismiss the Action on April 18, 2014. The plaintiffs have filed a response in opposition to the motion to dismiss, and the Company has filed a reply. The Court has not yet ruled on the motion. |
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On May 13, 2014, the defendants filed a Notice of Stay under the Texas Business Organizations Code seeking an automatic stay for 60 days of all proceedings in this litigation except for the Court’s ruling on the defendant’s motion to dismiss. The plaintiffs have filed a response contesting the stay. The Court has not yet entered a stay of the action. |
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On May 15, 2014, the plaintiffs filed a motion for leave to amend their complaint to add claims for failure to disclose material information in the preliminary proxy statement that we filed on April 22, 2014 in connection with the Merger Agreement (the “Proxy Statement”). The defendants have filed responses opposing the motion. The Court has not yet acted on this motion. |
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On May 28, 2014, the plaintiffs filed a motion for expedited discovery and a motion for entry of a temporary restraining order to enjoin the proposed transaction from closing. On May 30, 2014, two days after the plaintiffs filed this motion, the Court issued an Order Granting Motion for Temporary Restraining Order and Setting Hearing on Request for a Preliminary Injunction (the “Order”) restricting the Merger. Under the terms of the Order, the Company is restricted, among other things, from consummating the Merger prior to June 12, 2014, on which date a hearing has been scheduled with respect to the Order. |
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The Company believes that the lawsuit was improperly and prematurely filed under Texas law and that the claims alleged therein are factually incorrect and deficient as a matter of law. The Company also believes that the grounds upon which the plaintiffs sought the Order are insufficient as a matter of fact and law. The Company intends to vigorously dispute these claims at the June 12 hearing with respect to the Order and throughout the life of this litigation. |
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Prior to filing the lawsuit, the plaintiffs' counsel sent the Company a demand letter dated March 20, 2014 demanding that the Board of Directors commence an action on behalf of the Company against the Directors. The Board of Directors appointed a Special Committee composed of independent directors to review the plaintiffs’ allegations. The Committee has not yet completed its review or made any determination as to what action, if any, should be taken in response to those allegations. |
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On May 9, 2014, a second lawsuit was filed, alleging material omissions and misstatements in our Proxy Statement in violation of Sections 14 and 20 of the Exchange Act. The action, captioned CV-00114-J—Sarabjeet Singh, individually and on behalf of others similarly situated v. Hastings Entertainment, Inc., John H. Marmaduke, Jeffrey G. Shrader, Ann S. Lieff, Frank O. Marrs, Danny W. Gurr, Draw Another Circle, LLC, Hendrix Acquisition Corp., Joel Weinshanker and National Entertainment Collectibles Association, Inc., was filed in the United States District Court for the Northern District of Texas, Amarillo Division. The lawsuit, which purports to be a class action, seeks an injunction preventing consummation of the Merger, rescinding the Merger, if consummated, or granting rescissionary damages in an unspecified amount, compensatory damages in an unspecified amount and an award of costs and expenses. The Company’s answer has not yet been filed, but it believes the allegations contained in the complaint are without merit and intends to vigorously defend the lawsuit. |
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