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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):
SEPTEMBER 13, 1996
SPECTRAVISION, INC.
DELAWARE 1-9724 75-2182004
(STATE OF ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYER
IDENTIFICATION NO.)
1501 NORTH PLANO ROAD, RICHARDSON, TEXAS 75081
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 301-9052
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
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On September 13, 1996, the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") entered an Order confirming the
Debtors' First Amended Joint Plan of Reorganization (the "Plan") in the Chapter
11 bankruptcy cases of SpectraVision, Inc. and certain of its subsidiaries.
The Plan contemplates the acquisition of substantially all of the
assets of SpectraVision, Inc. ("SpectraVision" or the "registrant") and the
other Debtors (as defined in the Plan), including certain subsidiaries that are
not debtors, by On Command Corporation ("OCC"), a corporation formed by Ascent
Entertainment Group, Inc. for the purpose of acquiring both the assets of the
Debtors and the assets of On Command Video Corporation ("OCV"). The Acquisition
Agreement provides for a series of transactions by the Debtors that will result
in SpectraVision's wholly-owned and principal operating subsidiary, Spectradyne,
Inc. ("Spectradyne"), owning all of the assets that OCC or its subsidiary wishes
to acquire from the Debtors or their subsidiaries. Assets that OCC does not
want to acquire will be transferred to SPI Newco, Inc. ("SPI Newco"), a wholly-
owned subsidiary of SpectraVision, and all of the Debtors, other than
Spectradyne, will be merged into SPI Newco. OCC will purchase the stock of
Spectradyne free and clear of all liens and claims in exchange for up to 27.5%
of OCC's outstanding Common Stock (the "Debtors' OCC Shares"), together with
warrants to purchase an additional 7% of Common Stock of OCC (the "Debtors' OCC
Warrants") on a fully diluted basis. The owners of OCV or their designees will
receive 72.5% of OCC's outstanding Common Stock and warrants to purchase an
additional 13% of OCC's Common Stock, on a fully diluted basis. In connection
with the purchase, OCC will assume certain liabilities of the Debtors under
contracts that have been or will be assumed post-petition, including amounts
owing under the Debtors' $40 million debtor-in-possession facility. The Plan
provides that administrative and priority claims will be paid in full in cash.
Claims of unsecured creditors of Spectradyne International, Inc. will also be
paid in cash. All other unsecured creditors will receive their pro rata share
of the Debtors' OCC Shares and the Debtors' OCC Warrants. Following the
consummation of the sale to OCC, a Plan Administrator will serve as the sole
director and chief officer of SPI Newco and will resolve all disputed and
undetermined claims against the Debtors, pursue claims of the Debtors, make
distributions in accordance with the Plan, and oversee the winding up of the
Debtors' financial affairs.
The Plan provides for the cancellation, on the effective date of the
Plan, of all of the issued and outstanding shares of Class A Common Stock, par
value $0.001 per share ("Class A Common Stock"), and Class B Common Stock, par
value $0.001 per share ("Class B Common Stock"). Following such cancellation,
the registrant will have 6,000,000 authorized shares of Class A Common Stock and
144,000,000 authorized shares of Class B Common Stock, none of which will be
issued and outstanding. No distribution will be made under the Plan to holders
of Common Stock. The Plan further requires the registrant, as soon as
practicable after the effective date of the Plan, to make the appropriate filing
to deregister the shares of Class B Common Stock under the Securities Exchange
Act of 1934, as amended.
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Information with respect to the assets and liabilities of the
registrant as of June 30, 1996, is set forth in the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996, which is specifically
incorporated into this Form 8-K by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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* 2.1 Debtors' First Amended Joint Plan of Reorganization.
**99.1 Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, which exhibit is incorporated herein by reference.
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* Filed herewith.
**Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPECTRAVISION, INC.
September 25, 1996 By: /s/ Scott Smith
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Scott Smith
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description Page
- ------- ----------- ----
* 2.1 Debtors' First Amended Joint Plan of
Reorganization
**99.1 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, which exhibit is incorporated
herein by reference.
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* Filed herewith.
**Previously filed.
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