SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
LASER-PACIFIC MEDIA CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(l) and 0-11.
(1) Title of each class of securities to which Offer
and a subsequent merger applies:
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(2) Aggregate number of securities to which Offer and a
subsequent merger applies:
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(3) Per unit price or other underlying value of Offer
and a subsequent merger computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it
was determined):
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subsequent merger:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was
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Contacts:
Robert McClain, Chief Financial Officer
Laser-Pacific Media Corporation
323.462.6266
investor@laserpacific.com
Roger Pondel/Angie Yang
PondelWilkinson MS&L
323.866.6060
investor@pondel.com
LASER-PACIFIC MEDIA CORPORATION REPORTS
RECORD SECOND QUARTER REVENUES
HOLLYWOOD, California - August 12, 2003 - Laser-Pacific Media Corporation
(Nasdaq NM: LPAC) today reported a 31.2 percent increase in revenues for the
three months ended June 30, 2003.
The company posted record second quarter revenues of $7.6 million for the
current year, compared with $5.8 million in the corresponding 2002 period. Gross
profit grew more than four-fold to $1.4 million from $318,000 a year earlier,
and improved as a percentage of total revenues to 17.8 percent, compared with
5.5 percent in the second quarter of 2002. The company's net loss narrowed
sharply to $94,000, or $0.01 per share, from a net loss of $602,000, or $0.08
per share, in the 2002 second quarter.
For the first six months of 2003, revenues increased 26.2 percent to $17.4
million from $13.8 million in the prior-year period. Gross profit rose 71.9
percent to $4.1 million from $2.4 million in the first half of 2002 and income
from operations grew to $1.3 million from $15,000 a year earlier. Net income for
the year-to-date period totaled $561,000, or $0.08 per diluted share, contrasted
with a net loss of $209,000, or $0.03 per share, a year ago.
"We are just beginning to realize the tangible benefits from efforts to
nurture our offerings of post-production services to feature film clients," said
James R. Parks, chairman and chief executive officer of Laser-Pacific. "The
growth in revenues for the current quarter and year-to-date period is
principally due to the increased number of feature films serviced by the company
and reflects our broadened capacity and services for theatrical motion pictures.
In addition, we are seeing improvement in the economic environment within the
entertainment production sector, and we expect the growth in our motion picture
segment will help partially offset the seasonal nature of television
production."
Emory M. Cohen, president and chief operating officer of Laser-Pacific,
said: "Laser-Pacific's leading reputation in the television post-production
sector has enabled us to open the doors to many producers of feature films. Our
new state-of-the-art digital timing theater, which was completed earlier this
year, significantly expanded our service offering, and we have had the
opportunity to work on some great motion picture projects. We continue to be
excited about this new segment of our business, which we believe is a natural
extension of our capabilities."
At June 30, 2003, Laser-Pacific had current assets of $12.4 million,
including $8.2 million in cash and cash equivalents, working capital of $6.2
million, and net stockholders' equity of $19.4 million, or $2.73 per diluted
share.
As previously announced on August 1, 2003, Laser-Pacific entered into an
acquisition greement with Eastman Kodak Company. Under the terms of the
agreement, Laser-Pacific's stockholders are entitled to receive $4.22 per share
in Kodak common stock, or at Kodak's election, in cash. The transaction is
subject to the approval of Laser-Pacific's stockholders and other customary
closing conditions. The parties expect the transaction to close in the fourth
quarter of 2003.
About Laser-Pacific Media Corporation
Laser-Pacific Media Corporation is a premier media technology company
providing a comprehensive offering of post-production services to the motion
picture and television industries. Well known as a leading provider of advanced
high definition services to the entertainment industry, Laser-Pacific opened the
world's first digital high definition facility. Recognized for its pioneering
work and technical innovations, the company has been awarded six Emmy(TM) awards
for outstanding achievement in engineering development, as well as numerous
awards for technical excellence in the post-production of television and the
authoring of DVDs.
Cautionary Note Regarding Forward-Looking Statements
Statements included within this news release, which are not historical in
nature, may constitute forward-looking statements for the purpose of the safe
harbor provided by the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such statements, which include, but are not limited
to, the company's future operating results, the company's ability to: enter new
markets, including the field of digital intermediaries; expand services;
strengthen its balance sheet, cash position, and working capital; and the
company's ability to enter into strategic alliances and consummate acquisitions,
involve uncertainties, and actual results could differ from those described
herein. In particular, the following factors, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: the company's ability to successfully expand capacity; general
economic market or business conditions; investments in new technologies;
continuation of sales levels; the risks related to the cost and availability of
capital; failure of the transaction to close due to the failure to obtain
regulatory or other approvals; failure of Laser-Pacific's stockholders to
approve the merger; the risk that the Kodak and Laser-Pacific businesses will
not be integrated successfully and anticipated costs of such integration;
failure of the combined company to retain and hire key executives, technical
personnel and other employees; failure of the combined company to successfully
manage its changing relationships with customers and suppliers; and those risks,
many of which are beyond the control of the company, detailed from time to time
in Laser-Pacific's periodic reports filed with the SEC.
<page>
Additional Information
Laser-Pacific will file a proxy statement describing the proposed merger
with the SEC. LASER-PACIFIC'S STOCKHOLDERS ARE URGED TO REVIEW THE PROXY
STATEMENT AND OTHER INFORMATION TO BE FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. These documents will be available without charge
on the SEC's web site at http://www.sec.gov or from Laser-Pacific's Secretary,
Robert McClain at 809 North Cahuenga Boulevard, Hollywood, California 90038,
(323) 960-2180. INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISIONS. Laser-Pacific and its executive
officers and directors may, under SEC rules, be deemed to be participants in the
solicitation of proxies from stockholders of Laser-Pacific with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is set forth in Laser-Pacific's Proxy Statement filed
with the SEC on April 29, 2003, relating to its 2003 Annual Meeting of
Stockholders, and will be included in Laser-Pacific's Proxy Statement for its
Special Meeting of Stockholders to be filed with SEC. These documents are or
will be available at the SEC website and from Laser-Pacific as set forth above.
In connection with its proposed acquisition of Laser-Pacific, Kodak may
file with the SEC a Registration Statement on Form S-4 and other documents
regarding the proposed transaction. LASER-PACIFIC'S STOCKHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT KODAK, LASER-PACIFIC AND THE MERGER. You may
obtain a free copy of the Registration Statement, when and if it becomes
available, and other documents filed by Kodak with the SEC at the SEC's web site
at http://www.sec.gov. The Registration Statement, if filed with the SEC, and
certain other documents may also be obtained without charge by Laser-Pacific
stockholders by directing a request to: Coordinator, Shareholder Services,
Eastman Kodak Company, 343 State Street, Rochester, New York 14650-0211,
585-724-5492.
# # #
TABLES FOLLOW
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
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2003 2002 2003 2002
--------------- --------------- -------------- --------------
Revenues $ 7,617,297 $ 5,806,282 $ 17,412,051 $ 13,795,500
Operating costs
Direct costs 4,963,201 4,333,980 10,751,601 9,131,423
Depreciation and amortization 1,295,689 1,153,984 2,589,339 2,296,239
--------------- --------------- -------------- --------------
Total operating costs 6,258,890 5,487,964 13,340,940 11,427,662
--------------- --------------- -------------- --------------
Gross profit 1,358,407 318,318 4,071,111 2,367,838
Selling, general and administrative expenses 1,359,464 1,152,472 2,809,004 2,352,390
--------------- --------------- -------------- --------------
Income (loss) from operations (1,057) (834,154) 1,262,107 15,448
Interest expense 173,049 206,984 362,915 432,514
Other income 17,380 38,740 37,280 69,728
--------------- --------------- -------------- --------------
Income (loss) before income tax expense (benefit) (156,726) (1,002,398) 936,472 (347,338)
Income tax expense (benefit) (62,505) (400,774) 374,960 (138,564)
--------------- --------------- -------------- --------------
Net income (loss) $ (94,221) $ (601,624) $ 561,512 $ (208,774)
=============== =============== ============== ==============
Income (loss) per share (basic) $ (0.01) $ (0.08) $ 0.08 $ (0.03)
--------------- --------------- -------------- --------------
Income (loss) per share (diluted) $ (0.01) $ (0.08) $ 0.08 $ (0.03)
--------------- --------------- -------------- --------------
Weighted average shares outstanding (basic) 7,101,295 7,101,295 7,101,295 7,102,945
=============== =============== ============== ==============
Weighted average shares outstanding (diluted) 7,101,295 7,101,295 7,118,253 7,102,945
=============== =============== ============== ==============
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2003 2002
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Assets
Current Assets:
Cash and cash equivalents $ 8,225,334 $ 6,682,395
Receivables, net of allowance for doubtful accounts 2,726,243 4,835,360
Other current assets 1,403,404 1,405,772
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Total Current Assets 12,354,981 12,923,527
Net property and equipment 20,587,895 21,187,713
Other assets, net 148,154 188,579
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Total Assets $ 33,091,030 $ 34,299,819
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Liabilities and Stockholders' Equity
Current Liabilities:
Current installments of notes payable to bank and long-term debt $ 3,364,695 $ 3,528,407
Other current liabilities 2,761,695 2,718,814
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Total Current Liabilities 6,126,390 6,247,221
Deferred tax liabilities, net 829,058 829,058
Notes payable to bank and long-term debt, less current installments 6,765,983 8,415,453
Stockholders' Equity:
Preferred stock, $.0001 par value. Authorized 3,500,000 shares; none issued -- --
Common stock, $.0001 par value. Authorized 25,000,000 shares; issued
and outstanding 7,101,295 710 710
Additional paid-in capital 18,089,063 18,089,063
Retained earnings 1,279,826 718,314
--------------- ----------------
Net Stockholders' Equity 19,369,599 18,808,087
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Total Liabilities and Stockholders' Equity $ 33,091,030 $ 34,299,819
=============== ================