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): August 7, 2001
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Team Communications Group, Inc.
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(Exact name of registrant as specified in its charter)
California 000-23307 95-4519215
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11818 Wilshire Boulevard
Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 312-4400
None
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(Former Name or Former Address, if Changed Since Last Report)
CURRENT REPORT ON FORM 8-K
TEAM COMMUNICATIONS GROUP, INC.
August 7, 2001
Item 9. Regulation FD Disclosure.
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A. Private Placement
In June 2001, Team Communications Group, Inc. (the "Company"), the registrant
herein, completed a private offering of its securities comprised of: (a)
$1,045,000 in 8% convertible notes due May 30, 2002, which notes are convertible
into shares of the Company's common stock; (b) common stock purchase warrants,
exercisable until May 30, 2006, to purchase an aggregate of 1,314,664 shares of
the Company's common stock at an exercise price of $1.56 per share, payable in
cash; and (c) 30,000 shares of the Company's common stock issued to certain
finders. Under the terms of the Company's agreement with the purchasers of
these securities, the Company agreed to register a number of shares of its
common stock necessary to cover shares issuable upon conversion of the notes,
shares issuable upon exercise of the warrants and the 30,000 shares issued to
the finders. The Company expects to file a registration statement with the
Securities and Exchange Commission in August 2001 to register approximately
5,536,564 shares of its common stock to satisfy its obligations to the investors
in the private offering transaction.
In order to comply with a Nasdaq marketplace rule, under the terms of the
Company's agreements with the holders of the notes, unless the Company obtains
approval and ratification of all of the terms of the sale of the notes and
warrants by the holders of at least a majority of the Company's outstanding
shares of common stock, the holders of the notes may not convert their notes
into shares of common stock representing more than approximately 2,880,000
shares, or less than 20% of the Company's outstanding shares at the time of the
sale of the notes. The Company intends to seek stockholder approval and
ratification of this private placement transaction at the Company's annual
meeting currently scheduled for September 10, 2001. If the stockholders do not
ratify the terms of the private offering transaction, the Company's only
obligation would be to retire any unconverted notes at maturity at 100% of their
outstanding principal amount, plus accrued interest thereon.
The Company's board of directors believes that the private offering
transaction described above is in the best interests of the Company and that of
its stockholders.
B. Equity Line of Credit Agreement
On June 20, 2001, the Company entered into an equity line of credit agreement
(the "Equity Line") with Refco Capital Markets Ltd. Under the terms of the
Equity Line, the Company has the right (but not the obligation) under certain
conditions to sell a minimum of $100,000 per month of its common stock to such
purchaser at formula prices based on 85% of the prevailing average per share
trading price of the Company's common stock. In view of the currently low price
levels at which the Company's common stock trades, the Company does not
presently intend to use the Equity Line. Pursuant to its agreement with Refco
Capital Markets Ltd., the Company will file a the registration statement to
register 6,000,000 shares of the Company's common stock for future issuance
under the Equity Line . In consideration for its purchase commitment under the
Equity Line, on June 20, 2001 the Company agreed to issue to Refco Capital
Markets Ltd. warrants, exercisable until June 20, 2006, entitling the holder to
purchase an aggregate of 750,000 shares of the Company common stock at an
exercise price per share of $1.56.
Item 7. Exhibits.
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Exhibit No. Description
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4.38 Form of Subscription Agreement dated May 30, 2001, by and
between the Team Communications Group, Inc. and the
following investors: Alpha Capital Aktiengesellschaft; AMRO
International, S.A.; Refco Capital Markets Ltd.; The Robert
and Ellen Duetschman Family Trust; Ocean Marketing, Inc.;
John Hall Coleman; ARAB Commercial Bank Limited; Daniel Van
Vlasselaer; Greffroy Del Marmol; Sybille Van Zuylen; and
Libra Finance, S.A.
4.39 Form of Security Agreement used in connection with the
private placement transaction which closed in June 2001.
4.40 Form of Convertible Note dated on or about May 30, 2001 by
and between Team Communications and the Investors in the
private offering transaction which closed in June 2001.
4.41 Form of Common Stock Purchase Warrant dated on or about May
30, 2001 by and between Team Communications and the
Investors in the private offering transaction which closed
in June 2001.
4.42 Form of Equity Credit Line Agreement, dated June 20, 2001 by
and between Team Communications Group and Refco Capital
Markets Ltd..
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 7, 2000
TEAM COMMUNICATIONS GROUP, INC.
By: /s/ Michael Jay Solomon
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Michael Jay Solomon
Chairman and Chief Executive Officer
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