- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 16, 1996
UNAPIX ENTERTAINMENT, INC.
--------------------------
Exact Name of Registrant as specified in charter
Delaware
----------------------------------
(State or Other Jurisdiction of Incorporation)
1-11976 95-4404537
--------------------- ------------------------------------
Commission file No. I.R.S. Employer Identification No.
200 Madison Avenue, New York, NY 10016
---------------------------------------
(Address of Principal Executive Offices)
(212) 252-7600
----------------------------------
(Registrant's Telephone Number, Including Area Code)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Item 5. Other Events
In August, 1996, Unapix Entertainment, Inc. (the "Company") reached an
agreement in principle to acquire all of the capital stock of Miramar Images,
Inc. ("Miramar"), a producer of audio recordings, long form video albums and
children's products. Based upon its unaudited financial statements, in 1995
Miramar's domestic and international sales totaled $4.4 million.
The purchase price will be equal to 125% of Miramar's book value as of the
closing date and will be paid by issuance of shares of the Company's common
stock. Each share will be ascribed a value equal to the market price of the
Company's common stock at closing. Based upon Miramar's stated unaudited book
value as of December 31, 1995, the purchase price would have equalled
approximately $750,000 if the closing had occurred on such date. The Company
will also guarantee certain Miramar debt which is currently guaranteed by
Miramar stockholders.
In connection with the acquisition, the Company will enter into an
employment agreement with the current president of Miramar on terms which will
be negotiated. The Company will also issue an aggregate of 200,000 stock
options to Miramar employees (including the current president). Each option
will entitle the holder to purchase one share of the Company's common stock at a
purchase price of $5.00 per share, and, subject to the holder's continuing to be
employed by the Company, will have a ten year term. The options will not be
exercisable for a period of 9.5 years unless Miramar's operations attain
certain earnings thresholds.
Consummation of the acquisition is subject to a number of contingencies,
including: completion of definitive agreements; approval by the Company's
lender under its working capital facilities and certain other third parties; and
complete and satisfactory due diligence review of Miramar by the Company.
2
SIGNATURE
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.
UNAPIX ENTERTAINMENT, INC.
/s/ Daniel T. Murphy
-----------------------------------
Daniel T. Murphy,
Chief Financial Officer
Date: September 18, 1996
3