As filed with the Securities and Exchange Commission on July 23, 2001
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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): July 6, 2001
PLAYBOY ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6813 36-4249478
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
680 NORTH LAKE SHORE DRIVE, CHICAGO, ILLINOIS 60611
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (312) 751-8000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On July 6, 2001, Playboy Enterprises, Inc. (the "Company")
acquired (i) two networks (The Hot Network and The Hot Zone) and the
related television assets of Califa Entertainment Group, Inc. ("Califa")
and (ii) a third network (Vivid TV) and the related television assets from
V.O.D., Inc. ("VODI") pursuant to an Asset Purchase Agreement (the "Asset
Purchase Agreement"), dated as of June 29, 2001, by and among the Company,
Califa, VODI, Steven Hirsch, Dewi James and William Asher. Consideration
for the Califa transaction is $28.3 million, excluding the outstanding note
and non-compete agreement, and for VODI is $41.7 million. These amounts
will be paid over 10 years, and a majority of the payments may be made in
cash or stock at the Company's option. The consideration for both companies
could potentially increase by a total of $12 million should the acquired
assets achieve certain performance targets. The Asset Purchase Agreement is
attached hereto as an Exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
In accordance with Item 7(a)(4), such financial
statements shall be filed no later than 60 days after
July 23, 2001.
(b) Pro Forma Financial Information
In accordance with Item 7(b), such financial statements
shall be filed no later than 60 days after July 23, 2001.
(c) Exhibits
Exhibit No. Description
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2.1* Asset Purchase Agreement, dated as of
June 29, 2001, by and among Playboy
Enterprises, Inc., Califa Entertainment
Group, Inc., V.O.D., Inc., Steven
Hirsch, Dewi James and William Asher.
Playboy Enterprises, Inc. agrees to
furnish supplementally any omitted
schedule to the Securities and Exchange
Commission upon request.
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* Certain information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PLAYBOY ENTERPRISES, INC.
By: /s/ Linda G. Havard
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Name: Linda G. Havard
Title: Executive Vice President, Finance
and Operations, and Chief Financial
Officer (Authorized Officer and
Principal Financial and Accounting
Officer)
Dated: July 23, 2001
EXHIBIT INDEX
Exhibit No. Description
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2.1* Asset Purchase Agreement, dated as of
June 29, 2001, by and among Playboy
Enterprises, Inc., Califa Entertainment
Group, Inc., V.O.D., Inc., Steven
Hirsch, Dewi James and William Asher.
Playboy Enterprises, Inc. agrees to
furnish supplementally any omitted
schedule to the Securities and Exchange
Commission upon request.
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* Certain information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange
Commission.