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) July 1, 2004
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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 2. ACQUISITION OR DISTRIBUTION OF ASSETS.
ACQUISITION OF INTERNATIONAL VIDEO CONVERSIONS, INC. ("IVC")
On July 1, 2004, Point.360 (the "Company") purchased all of the stock of
IVC for $7 million. Terms of the acquisition agreement also provided for
possible future payments of up to $5 million if targeted earnings levels are
achieved over the next 30 months. The initial payment will be funded by cash
on-hand and borrowings under the Company's term loan and revolving credit
facility.
IVC is engaged in high definition and standard definition digital
mastering and data conversion for the motion picture and television industry, a
business similar to that of the Company. The Company intends to operate IVC as a
separate subsidiary.
While the acquisition of IVC is deemed to involve a significant amount
of assets pursuant to the instructions to Item 2 of Form 8-K, separate financial
statements of IVC are not required to be filed pursuant to Regulation S-X.
AMENDMENT TO CREDIT AGREEMENT
In connection with the above purchase of IVC, the Company amended its
credit agreement Union Bank of California, N.A. (as agent for the lenders)
whereby the Company borrowed and additional $4,700,000 to be repaid over five
years.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
10.1 Stock Purchase Agreement dated June 23, 2004 among Point.360,
International Video Conversions, Inc. and the Stockholders of
International Video Conversions, Inc.
10.2 First Amendment to Credit Agreement dated July 1, 2004 among Point.360,
the Lenders and Union Bank of California, N.A. as Agent.
99 News release dated July 1, 2004.
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: July 1, 2004 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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