UNITED STATES
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) October 2, 2002
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POINT.360
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-21917 95-4272619
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(Commission File Number) (IRS Employer Identification No.)
7083 Hollywood Boulevard, Suite 200, Hollywood, CA 90028
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(Address of principal executive offices) (Zip Code)
(323) 957-7990
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On October 2, 2002, R. Luke Stefanko resigned in all capacities as an
officer, director and employee of Point.360 (the "Company"). Concurrently, Haig
S. Bagerdjian, the Company's Chairman of the Board, was appointed to positions
of President and Chief Executive Officer.
In connection with his resignation, Mr. Stefanko entered into three
separate agreements with the Company:
1. A Resignation and General Release Agreement pursuant to which he
resigned all positions held, together with mutual releases. Mr. Stefanko's
existing employment contract will be terminated.
2. A Consulting Agreement with the Company to consult a specified number
of hours per month for two years. Mr. Stefanko will be paid $10,000 per month
through December 2002 and at an hourly rate thereafter. As further
consideration, his existing stock options will be extended to the end of the
consulting period.
3. A Noncompetition Agreement which prohibits Mr. Stefanko from
competing with the Company for one year except for specified activities. Mr.
Stefanko cannot solicit Company employees for three years.
Concurrent with the above agreements, Mr. Bagerdjian purchased 1,436,179
shares of Point.360 common stock owned by Mr. Stefanko, representing
approximately 16% of the outstanding common stock of Point.360. Mr. Bagerdjian
beneficially owns approximately 25% of the common stock of Point.360. Mr.
Bagerdjian is not a party to any agreement or other arrangement regarding the
voting, disposition or acquisition of any other shares of the common stock of
Point.360.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Resignation and General Release Agreement dated October 2, 2002 between
R. Luke Stefanko and the Company.
10.2 Consulting Agreement dated October 2, 2002 between R. Luke Stefanko and
the Company.
10.3 Noncompetition Agreement dated October 2, 2002 between R. Luke Stefanko
and the Company.
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.
Point.360
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(Registrant)
Date: October 11, 2002 By: /s/ Alan R. Steel
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Alan R. Steel
Executive Vice President,
Finance and Administration,
Chief Financial Officer
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