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) February 18, 1997
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MICROLEAGUE MULTIMEDIA, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania 1-11743 23-2563090
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(State or other juris- (Commission File Number) (IRS Employer Identi-
diction of incorporation) fication No.)
750 Dawson Drive, Newark, Delaware 19713
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 302-368-9990
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N/A
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(Former name or former address, if changed since last report.)
Exhibit Index appears on Page 5
Item 2. Acquisition or Disposition of Assets.
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On February 18, 1997, pursuant to the terms of the Asset
Acquisition Agreement (the "Agreement"), dated February 7, 1997, between
Millennium Media Group Holdings, Inc. ("MMG"), the secured creditor of Rabbit
Ears Productions, Inc. ("Rabbit Ears"), and MicroLeague Multimedia, Inc. (the
"Company"), the Company acquired all of the assets of Rabbit Ears and agreed to
assume certain of the liabilities of Rabbit Ears. Rabbit Ears is a
Philadelphia-based entertainment company known for its line of children's
literature-related products, including stories such as The Elephant's Child and
Pecos Bill. In consideration for the purchase of such assets and assumption of
such liabilities, the Company issued to MMG an aggregate of 268,097 shares of
the Company's common stock (the "Common Stock"), (representing approximately
6.4% of the Company's issued and outstanding Common Stock) and redeemable
options to purchase 250,000 shares of Common Stock (the "Options" and,
collectively with the Common Stock, the "Shares"), which shares of Common Stock
and Options are being distributed to certain creditors of MMG. The consideration
represents the Company's assessment of the value of the assets acquired, as
integrated with the assets of the Company.
Pursuant to the terms of the Agreement, in the event the Company
proposes to register any additional shares of its common stock pursuant to the
provisions of the Securities Act of 1933, as amended, the Company is obligated
to register the resale of the Shares, subject to certain exceptions.
Upon consummation of the asset purchase, the Company acquired
certain intellectual property, contract rights and office equipment of Rabbit
Ears. The Company intends to integrate the acquired assets to create new and
more diverse products for the Company's market.
Copies of the Agreement and the press release announcing the
consummation of the transaction are attached hereto as Exhibits 2.1 and 99.1,
respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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It is impracticable for the Company to provide the
required financial statements for Rabbit Ears at the
time of the filing of this report because such
financial statements are not readily available. The
Company undertakes to file such financial statements
as an amendment of this Form 8-K as soon as
practicable after the date hereof, but in no event
later than 60 days after the date on which this
report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
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It is impracticable for the Company to provide the
required pro forma financial information relating to
the acquisition at the time of the filing of this
report because the financial statements of Rabbit
Ears are not readily available. The Company
undertakes to file such pro forma financial
information as an amendment to this Form 8-K as soon
as practicable after the date hereof, but in
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no event later than 60 days after the date on which
this report on Form 8-K is required to be filed.
(c) Exhibits.
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2.1 Asset Acquisition Agreement, dated February
7, 1997, between Millennium Media Group
Holdings, Inc. and MicroLeague Multimedia,
Inc.
99.1 Press Release of MicroLeague Multimedia,
Inc. dated February 19, 1997.
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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 hereunto duly authorized.
MICROLEAGUE MULTIMEDIA, INC.
(Registrant)
Date: February 25, 1997 By:/s/ PETER R. FLANAGAN
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Name: Peter R. Flanagan
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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2.1 Asset Acquisition Agreement, dated February 7, 1997, between
Millennium Media Group Holdings, Inc. and MicroLeague
Multimedia, Inc.
99.1 Press Release of MicroLeague Multimedia, Inc. dated February
19, 1997.