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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):
April 3, 1997
TRANSMEDIA EUROPE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-24404 13-3701141
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
11 St. James's Square, London SW1Y 4LB, England
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
U.K. 011-44-171-930-0706
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Item 2. Acquisition or Disposition of Assets
On April 3, 1997, Transmedia Europe, Inc. (the "Company") purchased
from Mr. C.E.C. Radbone approximately 50% of the outstanding capital stock of
Countdown Holdings Limited, a privately owned United Kingdom company based in
London, England ("Countdown"). Countdown, through its wholly-owned operating
subsidiary, Countdown Plc, is an international provider of membership discount
services. The transaction (the "Acquisition") was consummated pursuant to an
Acquisition Agreement dated as of April 3, 1997 (the "Acquisition Agreement")
among the Company, C.E.C. Radbone and Transmedia Asia Pacific, Inc. ("Transmedia
Asia"). In accordance with the Acquisition Agreement, the balance of the
outstanding capital stock of Countdown was simultaneously purchased by
Transmedia Asia on terms similar to the terms of the Company's purchase.
Transmedia Asia shares common directors, officers and a principal stockholder
with the Company, and is engaged in the discount restaurant charge card business
in certain countries outside of the Company's licensed territory.
In payment of the purchase price, the Company issued 1,200,000 shares
(the "Radbone Shares") of its common stock, $.00001 par value per share ("Common
Stock"), and paid (pounds)500,000 (approximate U.S. Dollar equivalent as of
April 3, 1997 was $800,000) in cash. In addition, the Company granted to
Mr. Radbone an option to purchase up to 250,000 shares of Common Stock at a
purchase price of $1.00 per share. The Company granted Mr. Radbone piggyback
and demand registration rights with respect to the Radbone Shares.
The cash portion of the purchase price was funded by a $1,000,000 loan
from a director and stockholder of the Company. The loan matures on September
27, 1997, bears interest at the rate of 12% per annum, and is collateralized by
a pledge of all of the shares purchased by the Company from Mr. Radbone. In
connection with the loan, the Company issued to the director and stockholder
five-year warrants to purchase up to 125,000 shares of Common Stock at $1.25 per
share, and granted piggyback registration rights with respect to such shares.
Contemporaneously with the Acquisition, Countdown Plc entered into an
employment agreement with Mr. Radbone pursuant to which Mr. Radbone is employed
as Managing Director of Countdown Plc. The agreement is for an initial term of
three years and provides for a base salary of approximately (pounds) 100,000
subject to such annual increases as Countdown Plc in its sole discretion may
determine. Mr. Radbone is entitled to participate in pension and benefit
programs (including Countdown Plc continuing to pay the sum equivalent of
(pounds) 20,000 per annum for Mr. Radbone's participation in the pension plan)
and is entitled to use of a car at the expense of Countdown Plc. The agreement
contains provisions regarding the
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assignment by Mr. Radbone of intellectual property rights and restrictive
covenants relating to disclosure of confidential information and competitive
activities.
Upon consummation of the Acquisition, Mr. Radbone was elected a
director of the Company, and Messrs. Edward J. Guinan III and Paul Harrison were
elected directors of Countdown and Countdown Plc. Mr. Radbone continues as a
director of Countdown and Countdown Plc.
In August 1996, International Advance, Inc., a stockholder of the
Company and a company which shares a common principal stockholder with the
Company, purchased an option for (pounds) 250,000 to acquire Countdown. The
option was subsequently assigned to the Company and Transmedia Asia in
consideration for (pounds) 250,000 (plus reimbursement for legal fees), which
amount was borne equally by the Company and Transmedia Asia.
In connection with the Acquisition, the Company and Transmedia Asia
each agreed to pay $125,000 in cash to TMNI International Incorporated ("TMNI")
and each agreed to issue to TMNI a promissory note in the principal amount of
$250,000, payable April 2, 1998 and bearing interest at the rate of 10% per
annum. The promissory notes are to be convertible at the holder's option into
common stock of the issuer at the rate of $1.20 per share. The Company agreed to
pay such amounts in order to obtain the consent of TMNI to the Acquisition,
which consent was required by the terms of the master license agreement from
TMNI under which the Company operates its discount restaurant charge card
business.
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Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
It is impracticable for the Company to provide at this time the
required audited financial statements and the required pro forma financial
information. The Company intends to file such financial statements and
information under cover of Form 8-K/A no later than 60 days from April 18, 1997.
(c) Exhibits.
2.1 Acquisition Agreement, dated as of April 3, 1997, among
C.E.C. Radbone, the Company and Transmedia Asia.
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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 thereunto duly authorized.
April 17, 1997 TRANSMEDIA EUROPE, INC.
By: /S/ WILLIAM H. PRICE
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William H. Price
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Acquisition Agreement, dated as of April 3, 1997, among
C.E.C. Radbone, the Company and Transmedia Asia.