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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: June 18, 1996
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Date of earliest event reported: June 3, 1996
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The Producers Entertainment Group Ltd.
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(EXACT NAME OF REGISTRANT)
Delaware 0-18410 95-4233050
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
9150 Wilshire Boulevard, Beverly Hills, California 90212
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 281-3592
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Exhibit Index on Page 4
Page 1 of 16 Pages
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Item 5. Other Events.
(a) On May 29, 1996, the stockholders of The Producers
Entertainment Group Ltd. (the "Corporation") approved an Amendment to the
Corporation's Certificate of Incorporation effecting a one-for-four reverse
split of the Corporation's outstanding shares of common stock, par value $.001
per share (the "Common Stock"). On June 3, 1996, the Certificate of Amendment
to the Corporation's Certificate of Incorporation was filed with the Office of
the Secretary of State of the State of Delaware effecting such reverse split.
(b) On June 7, 1996, the Corporation consummated a $500,000
private placement bridge financing of ten units through Joseph Stevens &
Company, L.P., as placement agent, each unit consisting of (i) an unsecured
promissory note in the principal amount of $50,000 bearing interest at the rate
of 10% per annum (the principal balance and accrued interest of which are due
and payable on the earlier of (a) one year from the date of issuance or (b) the
closing of any financing which provides the Company and/or any of its
subsidiaries with a minimum of $1,000,000 of gross proceeds) and (ii) warrants
to purchase 50,000 shares of Common Stock. Each warrant is exercisable during
the three-year period commencing twelve (12) months after the date of issuance
of the warrants at an initial exercise price per share equal to $1.12 (subject
to adjustment upon the occurrence of certain events). The net proceeds of the
bridge financing will be used by the Corporation to pay expenses associated
with the production of new and existing projects and for working capital
purposes.
For further information, reference is made to the following exhibits
to this Report:
Exhibit:
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3.1. Certificate of Amendment of Certificate of Incorporation of
the Corporation dated May 30, 1996 filed with the Secretary of
State of Delaware on June 3, 1996.
3.2. Certificate of Designation for the Rights, Privileges,
Preferences, and Restrictions of the Series A 8-1/2%
Convertible Preferreed Stock of the Corporation dated December
13, 1994 filed with the Secretary of State of Delaware on
December 14, 1994.
3.3. Restated Certificate of Incorporation of the Corporation dated
April 30, 1993 filed with the Secretary of State of Delaware
on June 24, 1993.
Page 2 of 16 Pages
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SIGNATURE
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 hereunto duly authorized.
THE PRODUCERS ENTERTAINMENT GROUP LTD.
By: /s/ Irwin Meyer
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Irwin Meyer
President
Dated: June 18, 1996
Page 3 of 16 Pages
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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3.1. Certificate of Amendment of Certificate of Incorporation of the 5
Corporation dated May 30, 1996 filed with the Secretary of
State of Delaware on June 3, 1996.
3.2. Certificate of Designation for the Rights, Privileges, 7
Preferences, and Restrictions of the Series A 8-1/2%
Convertible Preferreed Stock of the Corporation dated December
13, 1994 filed with the Secretary of State of Delaware on
December 14, 1994.
3.3. Restated Certificate of Incorporation of the Corporation dated 13
April 30, 1993 filed with the Secretary of State of Delaware on
June 24, 1993.
Page 4 of 16 Pages