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): September 4, 2001
IWERKS ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22558 95-4439361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation) Number)
4520 West Valerio Street
Burbank, California 91505-1045
(Address of Principal Executive Offices) (Zip Code)
(818) 841-7766
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
We (the Registrant), SimEx, Inc., an Ontario corporation ("SimEx"), and
SimEx Acquisition Corporation ("Acquisition Co."), a Delaware corporation and a
wholly owned subsidiary of SimEx, have entered into an agreement and plan of
merger pursuant to which SimEx will acquire all of the outstanding shares of our
common stock for a total cash consideration of US $2.25 million. Immediately
prior to the effective time of the merger, each issued and outstanding share of
our common stock (other than shares of common stock held in our treasury which
are to be cancelled at the effective time of the merger) will be converted into
the right to receive a ratable portion of the US $2.25 million equal to the
quotient obtained by dividing (i) US $2.25 million by (ii) the number of shares
of our common stock immediately outstanding prior to the effective time of the
merger. At September 10, 2001, we have 3,449,303 shares of common stock issued
and outstanding (not including issued and outstanding shares of common stock
held in our treasury), 105,000 shares of common stock underlying "in-the-money"
options, warrants or other convertible securities, and 732,168 shares of common
stock underlying "out-of-the-money" options, warrants or other convertible
securities. Assuming the exercise or conversion of all "in-the-money" securities
prior to the effective time of the merger, the per share consideration to be
offered to our stockholders will be approximately US $0.63.
The merger is subject to stockholder approval and other customary
closing conditions. If the merger is consummated, we will become a wholly owned
subsidiary of SimEx. In connection with the merger agreement, each of our
directors and our chief financial officer have entered into Voting Agreements
to, among other matters, vote their shares in favor of the approval of the
merger agreement and the transactions contemplated thereby, and have granted to
officers of SimEx an irrevocable proxy to vote their shares in favor of the
merger, at a forthcoming meeting of our stockholders.
In connection with the merger agreement, we entered into a Rights
Agreement Amendment with U.S. Stock Transfer Corporation (the "Rights Agent")
dated as of August 31, 2001 amending our Rights Agreement dated as of May 22,
1995, as amended, (the "Rights Agreement") between us and the Rights Agent. The
amendment provides that no Person (as defined in the Rights Agreement) will
become an Acquiring Person (as defined in the Amendment) as a result of entering
into, performing the terms of, or consummating the transactions contemplated by:
o the merger agreement, or
o the voting agreements.
The amendment also provides that a Distribution Date (as defined in the
Rights Agreement) will not be deemed to have occurred solely as a result of:
o the approval, execution and delivery of the merger agreement or
the voting agreements, or
o the consummation of the merger or the performance of the terms
of the voting agreements.
Except as expressly amended by the Amendment, the Rights Agreement
remains in full force and effect in accordance with its terms.
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Reference is made to the press release of Registrant, issued on
September 4, 2001 relating to the agreement and plan of merger and the
transactions contemplated thereby, and a copy of the agreement and plan of
merger, the form of Voting Agreement, and the Rights Agreement Amendment, each
of which contains information meeting the requirements of this Item 5, and which
are incorporated herein by this reference. Copies of the agreement and plan of
merger, the Rights Agreement Amendment, the form of Voting Agreement, and the
press release are attached to this form 8-K as Exhibits 2.1, 4.1, 10.1, and
99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) EXHIBITS.
The following exhibits are filed with this report on Form 8-K:
Exhibit 2.1. Merger Agreement by and among the Registrant,
SimEx, Inc., an Ontario corporation, and SimEx
Acquisition Corporation, a Delaware corporation and
a wholly owned subsidiary of SimEx, dated as of
August 31, 2001.
Exhibit 4.1 Rights Agreement Amendment by and between the
Registrant and U.S Stock Transfer Corporation,
dated as of August 31, 2001.
Exhibit 10.1 Form of Voting Agreement.
Exhibit 99.1 Press Release of Registrant dated September 4, 2001.
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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.
September 10, 2001 IWERKS ENTERTAINMENT, INC
By: /S/ JEFF DAHL
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Jeff Dahl
Executive Vice President and
Chief Financial Officer
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