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) June 19, 2001
Laser-Pacific Media Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19407 95-3824617
-------------------------- ------------------------ --------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
809 N. Cahuenga Blvd., Hollywood, California 90038
- ---------------------------------------------- --------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (323) 462-6266
Not applicable
- ----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Laser-Pacific Media Corporation entered into an agreement to repurchase shares
of Laser-Pacific Media Corporation's common stock held by Digital Creative
Development Corporation. The following press release was released by PR Newswire
on June 15, 2001, it explains the transaction. The details of the agreement are
attached as Exhibit 10.22.
Laser-Pacific Media Corporation repurchases shares in private transaction
HOLLYWOOD, California - June 15, 2001 - Laser-Pacific Media Corporation
(Nasdaq NM: LPAC) today announced it has entered into a purchase agreement to
buy back 825,200 shares of its common stock at a price of $2.50 per share, equal
to $2,063,000, from Digital Creative Development Corporation.
"We are pleased to be able to take advantage of this opportunity,
which we believe represents a solid investment," said James R. Parks, chairman
and chief executive officer of Laser-Pacific. "The purchase enhances shareholder
value and underscores our confidence in Laser-Pacific's long term prospects."
Trading on Laser-Pacific stock closed yesterday at $3.17.
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
10.22 This Stock Purchase Agreement (this "Agreement") is dated as
of June 13, 2001, by and between Laser-Pacific Media
Corporation, a Delaware corporation, with its principal
place of business at 809 North Cahuenga Boulevard,
Hollywood, California 90038 ("Purchaser"), and Digital
Creative Development Corporation, a Utah corporation, with
its principal place of business at 67 Irving Place North,
New York, New York 10003 ("Seller").
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.
LASER-PACIFIC MEDIA CORPORATION
Date: June 19, 2001 By: /s/ Robert McClain
Name: Robert McClain
Its: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.22 This Stock Purchase Agreement (this "Agreement") is dated as
of June 13, 2001, by and between Laser-Pacific Media
Corporation, a Delaware corporation, with its principal
place of business at 809 North Cahuenga Boulevard,
Hollywood, California 90038 ("Purchaser"), and Digital
Creative Development Corporation, a Utah corporation, with
its principal place of business at 67 Irving Place North,
New York, New York 10003 ("Seller").
EXHIBIT 10.22
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is dated as of June
13, 2001, by and between Laser-Pacific Media Corporation, a Delaware
corporation, with its principal place of business at 809 North Cahuenga
Boulevard, Hollywood, California 90038 ("Purchaser"), and Digital Creative
Development Corporation, a Utah corporation, with its principal place of
business at 67 Irving Place North, New York, New York 10003 ("Seller").
R E C I T A L S
WHEREAS, Seller holds 825,200 shares of common stock, par value $0.0001
per share, of Purchaser (the "Securities"); and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the Securities for the consideration set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements, and upon the terms and subject to the
conditions, hereinafter set forth, the parties hereby agree as follows:
ARTICLE I
TERMS OF PURCHASE AND SALE
1.01. Sale of the Securities. At the Closing (as defined in Section
1.03 hereof), subject to the terms and conditions set forth herein, Seller shall
sell to Purchaser, and Purchaser shall purchase from Seller, the Securities,
together with all attendant rights and obligations set forth in any agreement
pertaining to the Securities.
1.02. Purchase Price. Subject to the terms and conditions of
this Agreement, in full payment of the purchase price for the
Securities, Purchaser shall pay to Seller an amount equal to Two Million
Sixty-Three Thousand Dollars ($2,063,000.00) (the "Purchase Price").
1.03. Closing.
(a) The closing of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Gibson, Dunn & Crutcher LLP, 333
South Grand Avenue, Los Angeles, California, commencing at 9:00 a.m. on June 19,
2001 or at such other time and/or place and/or such other date as the parties
may mutually agree (the "Closing Date").
(b) At the Closing, subject to the terms and conditions set
forth herein, Purchaser shall pay and deliver to Seller the Purchase Price. The
Purchase Price shall be payable to Seller at the Closing by wire transfer in
immediately available funds to a bank account designated by Seller in writing.
(c) At the Closing, subject to the terms and conditions set
forth herein and following receipt by Seller of the Purchase Price, Seller shall
deliver or cause to be delivered to Purchaser all stock certificates
representing the Securities, duly endorsed, where appropriate, in blank for
transfer or accompanied by duly executed stock powers assigning the Securities
in blank.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
2.01. Title to Securities; Validity and Enforceability; Due
Authorization.
(a) Seller owns and has good and marketable title to, and sole
record and legal ownership of, the Securities, free and clear of any and all
liens, security interests, pledges, mortgages, charges, limitations, claims,
restrictions, rights of first refusal, rights of first offer, rights of first
negotiation or other encumbrances of any kind or nature whatsoever
(collectively, "Encumbrances").
(b) Upon consummation of the Closing, without exception,
Purchaser will acquire from Seller legal and beneficial ownership of, good and
marketable title to, and all rights to vote, the Securities to be sold to
Purchaser by Seller, free and clear of all Encumbrances.
(c) Seller has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Company, and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized by the Board of Directors of Seller and no other corporate
proceedings are necessary to authorize the execution and delivery by Seller of
this Agreement or the consummation by Seller of the transactions contemplated
hereby.
(d) This Agreement, upon execution and delivery by Seller,
will constitute a legal, valid and binding agreement of Seller, enforceable in
accordance with the terms hereof, subject to general principles of equity and
except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws.
2.02. No Other Representations or Warranties.
Except as set forth in Section 2.01 hereof, Seller makes no
other representations or warranties to Purchaser with respect to the Securities.
ARTICLE III
COVENANTS OF THE PARTIES
3.01. Cooperation; Further Assurances. From the date hereof and prior
to the Closing, Seller and Purchaser will use all reasonable efforts, and will
cooperate with each other, to secure all necessary consents, approvals,
authorizations, exemptions and waivers from third parties as shall be required
in order to comply with applicable state securities laws and to effectuate the
transactions contemplated hereby, and will otherwise use all reasonable efforts
to cause the consummation of such transactions in accordance with the terms and
conditions hereof. At any time or from time to time after the Closing, at the
request of Seller or Purchaser, the parties shall execute and deliver any
further instruments or documents and take all such further action as may be
reasonably necessary in order to evidence or otherwise facilitate the
consummation of the transactions contemplated hereby.
3.02. Taxes and Fees. Seller shall be responsible for, and hereby
agrees to pay, all sales and similar taxes or transfer fees which may be due to
any jurisdiction or governmental entity as a result of the sale and transfer of
the Securities pursuant to this Agreement.
ARTICLE IV
CONDITIONS TO CLOSING
4.01. Conditions to Obligations of Seller. Seller's obligation to
sell the Securities to Purchaser shall be subject to the satisfaction or waiver
of the following conditions on or prior to the Closing Date:
(a) Compliance with this Agreement. Purchaser shall have
performed and complied with all agreements and conditions contained herein that
are required to be performed or complied with on or prior to the Closing Date.
(b) Payment of Purchase Price. Purchaser shall have
delivered to Seller the Purchase Price in accordance with Article I hereof.
4.02. Conditions to Obligation of Purchaser. The obligation of
Purchaser to purchase the Securities from Seller shall be subject to the
satisfaction or waiver of the following conditions on or prior to the
Closing Date:
(a) Compliance with this Agreement. Seller shall have
performed and complied with all agreements, covenants and conditions contained
herein that are required to be performed or complied with on or prior to the
Closing Date.
(b) Consents; Permits. Seller shall have received all
consents, permits, approvals and other authorizations that may be required from,
and made all such filings and declarations that may be required with, any person
pursuant to any state securities laws, in connection with the transactions
contemplated by this Agreement.
ARTICLE V
TERMINATION PRIOR TO CLOSING
5.01. Termination. This Agreement may be terminated at any time
prior to the Closing:
(a) By the mutual written consent of Seller and
Purchaser; or
(b) By either Seller or Purchaser by written notice, without
liability to the terminating party on account of such termination (provided the
terminating party is not otherwise in default or in breach of this Agreement),
if there shall have been a breach by the other party of any of its
representations, warranties, covenants or agreements contained herein, which
breach results in a failure to satisfy a condition to the terminating party's
obligation to consummate the transactions provided herein.
5.02. Effect on Obligations. Termination of this Agreement pursuant to
this Article VI shall terminate all obligations of the parties hereunder, except
for their obligations under Section 7.01; provided, however, that termination
pursuant to clause (b) of Section 5.01 shall not relieve the defaulting or
breaching party from any liability to the other party hereto.
ARTICLE VI
EXCLUSIVITY
6.01. Supplier. In consideration of the purchase of the Securities by
Purchaser pursuant to Section 1.01 hereof and as a material inducement to
Purchaser to enter into this Agreement, Seller hereby agrees that, for a period
of two (2) years after the Closing Date, (a) Purchaser shall be a supplier of
transfer and restoration services for TuneIn Movies.com, Inc., a California
corporation (d/b/a TuneIn Network) and a wholly-owned subsidiary of Seller (the
"Subsidiary"), at favorably competitive prices based on providing similar
post-production services as provided by Purchaser to its other customers and (b)
such services by Seller shall cover a minimum of 1,000 hours of finished
material (video tapes, DVDs, etc.) based on an agreed upon schedule; provided,
that in the event the parties are unable to agree as to a favorably competitive
price with respect to any transfer and restoration services offered by
Purchaser, Seller may obtain similar services from any provider other than
Purchaser so long as the price for such services is less than the price offered
by Purchaser; provided further, that should market conditions, strategy or type
of materials needed by Seller change, Seller shall have the right to modify the
scope of services rendered to it by Purchaser.
ARTICLE VII
MISCELLANEOUS
7.01. Expenses. Except as otherwise provided herein, Purchaser shall
pay all costs and expenses incurred by or on behalf of Purchaser and Seller
shall pay all costs and expenses incurred by or on behalf of Seller in
connection with the negotiation of this Agreement and the performance of the
transactions contemplated hereby, including, without limiting the generality of
the foregoing, fees and expenses of its and their financial consultants,
accountants and legal counsel.
7.02. Notices. Any notice, request, instruction or other document to be
given hereunder by any party hereto to any other party shall be in writing and
shall be given (and will be deemed to have been duly given upon receipt) by
delivery in person, by electronic facsimile transmission, cable, telegram, telex
or other standard forms of written telecommunications, by overnight courier or
by registered or certified mail, postage prepaid, at such address set forth on
the first page of this Agreement hereto or at such other address for a party as
shall be specified by written notice.
7.03. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
7.04. Entire Agreement. This Agreement constitutes the sole and
entire agreement of the parties with respect to the subject matter hereof and
supersedes any and all prior or contemporaneous agreements, discussions,
representations, warranties or other communications.
7.05. Counterparts. This Agreement may be executed by fax and in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.06. Amendments. This Agreement may not be amended or modified
without the written consent of Seller and Purchaser, nor shall any waiver be
effective against any party unless in a writing executed on behalf of
such party.
7.07. Severability. If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.
7.08. Titles and Subtitles. The titles and subtitles used in this
Agreement are for convenience only and are not to be considered in construing
or interpreting any term or provision of this Agreement.
7.09. Successors and Assigns. This Agreement may not be assigned by any
party hereto without the prior written consent of the other party hereto. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors, executors, beneficiaries and permitted
assigns of the parties hereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Seller and Purchaser have caused this Stock
Purchase Agreement to be executed and delivered by the undersigned as of the day
and year first above written.
SELLER
DIGITAL CREATIVE DEVELOPMENT CORPORATION
By: /s/ Bruce Galloway
Name: Bruce Galloway
Title: Chairman
PURCHASER
LASER-PACIFIC MEDIA CORPORATION
By: /s/ James Parks
Name: James Parks
Title: Chairman