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
Date of report (Date of earliest event reported): May 22, 2001
WOW Entertainment, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 74-2504501
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(Commission (IRS Employer
File Number) Identification No.)
Bank One Tower, 111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (317) 974-1969
N/A
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(Former Name, Address and Former Fiscal Year, if Changed Since Last Report)
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WOW Entertainment, Inc.
SEC Form 8-K
Item 1. Changes in Control of the Registrant
On June 26, 2001, the Registrant redeemed 19,007,585 shares of common stock of
the Registrant from David B. McLane, which represented all the Registrant's
shares owned by Mr. McLane. Concurrently with the redemption, Mr. McLane
resigned from the Board of Directors of the Registrant and as the President of
the Registrant's wholly owned subsidiaries Women of Wrestling, Inc. ("WOW") and
WOW Women of Wrestling Music I, Inc. Mr. McLane was formerly part of a control
group with Messrs. John F. Fisbeck and Carter M. Fortune. As a result of the
redemption, Mr. McLane is no longer a member of the control group. Messrs.
Fisbeck and Fortune remain members of the control group. Collectively, Messrs.
Fisbeck and Fortune own 92.0% of the outstanding common stock of the Registrant.
Item 5. Other Events and Regulation FD Disclosure.
On May 22, 2001, the Registrant and its wholly owned subsidiary, WOW, executed
an Amendment to its Distribution Agreement with M/G Perin, Inc. and Richard
Perin (collectively "Perin"). WOW and Perin agreed to terminate their
relationship under their existing Distribution Agreement dated January 18, 2000
and entered into a new agreement covering only WOW's free television programs
created through May 22, 2001, which will extend no later than through September
30, 2001 for domestic distribution and December 31, 2001 for foreign
distribution as specified in the Distribution Agreement. Perin shall be entitled
to collect and retain all domestic distribution and foreign television
advertising or licensing revenues relating to any licensing of the Program that
occurs during Perin's continued representation through September 30, 2001 or
December 31, 2001, respectively (with the exception only of amounts, if any,
already paid to WOW). Since Perin is paying all expenses relating to
distribution of the Program, Perin shall have the right to discontinue the
distribution of the Program at any time, provided Perin gives as much advance
notice to WOW as is reasonably practicable. Notwithstanding the foregoing, in
the event a substantial portion of the assets or stock of WOW are sold or
licensed, Perin's rights to continue to distribute the Program shall terminate
thirty days after the consummation of such a sale or license. Also as part of
the agreement, Mr. Perin returned to the Registrant all of his common stock in
the Registrant (1,839,556 shares) previously acquired by him from the
Registrant, which shares were cancelled, and voided all rights to warrants
issuable under the Distribution Agreement. Perin also received $100,055.77 from
WOW to pay certain payables it incurred in connection with its representation of
WOW. The funds used to pay Perin were loaned to WOW by Carter Fortune, a member
of the control group of the Registrant.
The foregoing description of certain provisions of the Amendment to the
Distribution Agreement, a copy of which is filed as exhibit hereto and
incorporated herein by reference, is not intended to be complete and is
qualified in its entirely by reference to the full text of such agreements.
Item 7. Financial Statements and Exhibits
(a) and (b) N/A
(c) Exhibits
Exhibit Number Description
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Exhibit 7.1 Stock Redemption Agreement, dated as of June 26, 2001, between
WOW Entertainment, Inc., Women of Wrestling, Inc., David B.
McLane and David McLane Enterprises, Inc.
Exhibit 7.2 Amendment to Distribution Agreement, dated as of May 22, 2001,
between Carter Fortune, WOW Entertainment, Inc., Women of
Wrestling, Inc. and M/G Perin, Inc and Richard Perin.
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.
WOW Entertainment, Inc.
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(Registrant)
DATE: July 11, 2001
By: /s/ Doug E. May
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Doug E. May,
Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
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Exhibit 7.1 Stock Redemption Agreement, dated as of June 26, 2001,
between WOW Entertainment, Inc., Women of Wrestling,
Inc., David B. McLane and David McLane Enterprises, Inc.
Exhibit 7.2 Amendment to Distribution Agreement, dated as of May 22,
2001, between Carter Fortune, WOW Entertainment, Inc.,
Women of Wrestling, Inc. and M/G Perin, Inc. and Richard
Perin.
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