SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 23, 1998
Clearview Cinema Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-13187 22-3338356
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
97 Main Street 07928
Chatham, New Jersey (Zip code)
(Address of principal executive
offices)
Registrant's telephone number,
including area code: (973) 377-4646
Item 5. Other Events
On April 23, 1998, Clearview Cinema Group, Inc. (the "Company") designated
a new series, consisting of 3,000 shares of its preferred stock, $.01 par value,
as Class C Convertible Preferred Stock (the "Class C Preferred Shares"),
pursuant to, and in accordance with the terms of, a Certificate of Designation
of Class C Convertible Preferred Stock of Clearview Cinema Group, Inc., dated as
of April 23, 1998 (the "Certificate of Designation"). The Company entered into a
Securities Purchase Agreement, dated as of April 23, 1998 (the "Securities
Purchase Agreement") with Proprietary Convertible Investment Group, Inc. (the
"Purchaser"), whereby the Company issued 3,000 shares of its Class C Preferred
Shares to the Purchaser for an aggregate purchase price of $3,000,000 paid in
cash on April 24, 1998. The Certificate of Designation and the Securities
Purchase Agreement are attached hereto as Exhibit 4.01 and Exhibit 10.01,
respectively, and are incorporated by reference herein in their entirety.
In connection with the issuance of the Class C Preferred Shares, the
Company and the Purchaser entered into a Registration Rights Agreement, dated as
of April 23, 1998 (the "Registration Rights Agreement") relating to the shares
of Class C Preferred Shares issued to the Purchaser. Under the Registration
Rights Agreement, the Company agreed to prepare and file with the Securities and
Exchange Commission not later than July 15, 1998, a registration statement on
Form SB-2 as a "shelf" registration under Rule 415 of the Securities Exchange
Act of 1934, as amended, covering the resale of at least 150% of the number of
shares of Registrable Securities (as defined in Section 1(e) of the Registration
Rights Agreement) then issuable on conversion of the Class C Preferred Shares.
The Company also granted the Purchaser incidental registration rights to include
shares of Common Stock received by the Purchaser upon conversion of the Class C
Preferred Shares in registration statements filed by the Company in connection
with the public offering of shares of Common Stock for cash (other than under
employee plans or in connection with a business combination), if a registration
statement covering the Registrable Shares is not otherwise effective. A copy of
the Registration Rights Agreement is attached hereto as Exhibit 10.02 and is
incorporated by reference herein in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.01 Certificate of Designation of Class C Convertible Preferred
Stock of Clearview Cinema Group, Inc., dated April 23, 1998.
10.01 Securities Purchase Agreement, dated as of April 23, 1998,
by and between Clearview Cinema Group, Inc. and Proprietary
Convertible Investment Group, Inc.
10.02 Registration Rights Agreement, dated as April 23, 1998, by and
between Clearview Cinema Group, Inc., and Proprietary
Convertible Investment Group, 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 thereunto duly authorized.
CLEARVIEW CINEMA GROUP, INC.
By:
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Name: A. Dale Mayo
Title: Chairman of the Board, President and
Chief Executive Officer
Date: May 8, 1998
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Exhibit Index
SEQUENTIAL
EXHIBIT NO. DOCUMENT PAGE NO.
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4.01 Certificate of Designation of Class C Convertible Filed herewith
Preferred Stock of Clearview Cinema Group, Inc.,
dated April 23, 1998.
10.01 Securities Purchase Agreement dated as of April Filed herewith
23, 1998, by and between Clearview Cinema Group,
Inc. and Proprietary Convertible Investment Group,
Inc.
10.02 Registration Rights Agreement dated as April 23, Filed herewith
1998, by and between Clearview Cinema Group, Inc.,
and Proprietary Convertible Investment Group, Inc.
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