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): November 10, 1995
CAROLCO PICTURES INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9264 95-406437
(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
8800 Sunset Boulevard, Los Angeles, California 90069
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code: (310) 859-8800
N/A
(Former name or former address, if changed since last report)
Exhibit Index at page 5
Item 3. Bankruptcy and Receivership
On November 10, 1995, Carolco Pictures Inc. (the
"Company") filed a voluntary Petition for Relief under the provisions of
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Central District of California (Bankruptcy Case No. LA95-39299LF). Chapter
11 allows the Company to remain as debtor in possession of its assets and
business while being subject to the supervision and orders of the Bankruptcy
Court for certain transactions or actions.
Each of the following direct or indirect wholly-owned
subsidiaries of the Company also filed a voluntary Petition for Relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Central District of California: Carolco International Inc.,
Carolco Service Inc., Carolco Television Inc., Carolco Studios Inc. (Delaware),
Carolco Production Services Inc., International Production Services Inc.,
Cliffhanger Investment Holdings Inc. and Carolco Studios Inc. (North
Carolina) (collectively, the "Chapter 11 Subsidiaries") (Bankruptcy Case Nos.
LA95-39300LF to LA95-39307LF).
Item 5. Other Events.
On November 10, 1995, the Company executed a Sale of
Assets agreement for the sale of substantially all of its assets and the assets
of the Chapter 11 Subsidiaries, including the film library and rights to
projects in development, but excluding Cutthroat Island, certain accounts
receivable and cash, to Twentieth Century Fox Film Corporation ("Fox").
The sales price for the assets is approximately $50 million. The sale to Fox is
being accomplished through Chapter 11 since the Company's liabilities exceed the
sales price and the proceeds from the Company's remaining assets will not make
up the short-fall. The sale is subject to certain conditions including
Bankruptcy Court approval.
In connection with the sale of substantially all of the
Company's assets to Fox, Mario F. Kassar resigned as the Company's
Chairman of the Board and Chief Executive Officer and as a director of the
Company. Pursuant to the Settlement and Consulting Agreement dated
November 10, 1995 between the Company and Mr. Kassar, Mr. Kassar has
agreed to remain as a consultant to the Company and to provide certain
promotional services in connection with the upcoming theatrical release of
Cutthroat Island.
Also in connection with the asset sale and the Chapter 11
filings, Patrizio Casalini, Hector P. Dowd, Guy-Etienne Dufour, Michael S.
Hope, Rene-Claude Jouannet, Tetsuro Kudo, Gordon C. Luce, Ryuichi Noda,
Gregory Pierson, Joseph A. Scudero, Adam Singer and Noriyuki Tanaka
resigned as directors of the Company at the conclusion of the November 10,
1995 Board of Directors meeting approving such actions.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The Exhibits listed below are filed as part of this
Report.
Exhibit No. Description of Exhibit
10.1 Sale of Assets
agreement dated as of
November 10, 1995
between Carolco
Pictures Inc. and
Twentieth Century
Fox Film
Corporation.
10.2 Settlement and
Consulting Agreement
dated November 10,
1995 between Carolco
Pictures Inc. and
Mario F. Kassar.
Incorporated by
reference to Exhibit
17 to Mario Kassar's
Schedule 13D under
the Securities
Exchange Act of 1934
(amendment No. 16)
dated November 10,
1995.
99.1 Press Release dated
November 10, 1995.
SIGNATURE
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.
CAROLCO PICTURES INC.
By: \s\ Karen A. Taylor
Karen A. Taylor
Senior Vice President,
Chief Financial Officer and
Secretary
Date: November 22, 1995
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Sale of Assets
agreement dated as of
November 10, 1995
between Carolco
Pictures Inc. and
Twentieth Century
Fox Film
Corporation.
10.2 Settlement and
Consulting Agreement
dated November 10,
1995 between Carolco
Pictures Inc. and
Mario F. Kassar.
Incorporated by
reference to Exhibit
17 to Mario Kassar's
Schedule 13D under
the Securities
Exchange Act of 1934
(amendment No. 16)
dated November 10,
1995.
99.1 Press Release dated
November 10, 1995.