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): December 12, 1997
CINERGI PICTURES ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23958 95-4247952
(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
2308 BROADWAY, SANTA MONICA, CA 90404
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 315-6000
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
FINAL MERGER CONSIDERATION. On December 12, 1997, Cinergi Pictures
Entertainment Inc. (the "Company") announced that, in accordance with the
terms of the Agreement of Merger dated as of September 2, 1997 among the
Company, Andrew G. Vajna (Chairman of the Board, President and Chief
Executive Officer of the Company), Valdina Corporation N.V. ("Valdina") and
CPEI Acquisition, Inc. ("Newco"), as amended by Amendment No. 1 to Agreement
of Merger dated as of November 23, 1997 by and among the Company, Mr. Vajna,
Valdina and Newco (as amended, the "Merger Agreement"), stockholders of the
Company (other than Mr. Vanjna, Valdina, and stockholders who perfect
dissenters' rights) will be entitled to receive final merger consideration of
$2.52 per share upon conversion of their shares of common stock of the
Company in the proposed merger of the Company and Newco. Additional
information regarding such announcement is contained in the press release
filed herewith as Exhibit 99.1 which is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The Exhibits listed below are filed as part of this Report.
Exhibit No. Description of Exhibit
----------- ----------------------
2.1 Agreement of Merger, dated as of September 2, 1997,
by and among Andrew G. Vajna, Valdina Corporation
N.V., CPEI Acquisition Inc. and the Company.
Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated August
25, 1997, filed with the Securities and Exchange
Commission on September 5, 1997.
2.2 Amendment No. 1 to Agreement of Merger, dated as of
November 23, 1997. Incorporated by reference to
Exhibit (c)(1) to Schedule 13E-3/A (Amendment No. 2)
dated November 24, 1997, filed with the Securities
and Exchange Commission on November 24, 1997 by the
Company, CPEI Acquisition, Inc., Andrew G. Vajna and
Valdina Corporation N.V. with respect to the Company.
99.1 Press Release issued on December 12, 1997.
-2-
SIGNATURE
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.
CINERGI PICTURES ENTERTAINMENT INC.
Date: December 16, 1997 By: /s/ Warren Braverman
-----------------------------------------
Name: Warren Braverman
Title: Chief Operating Officer,
Chief Financial Officer
and Executive Vice
President
-3-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
2.1 Agreement of Merger, dated as of September 2, 1997,
by and among Andrew G. Vajna, Valdina Corporation
N.V., CPEI Acquisition Inc. and the Company.
Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated August
25, 1997, filed with the Securities and Exchange
Commission on September 5, 1997.
2.2 Amendment No. 1 to Agreement of Merger, dated as of
November 23, 1997. Incorporated by reference to
Exhibit (c)(1) to Schedule 13E-3/A (Amendment No. 2)
dated November 24, 1997, filed with the Securities
and Exchange Commission on November 24, 1997 by the
Company, CPEI Acquisition, Inc., Andrew G. Vajna and
Valdina Corporation N.V. with respect to the Company.
99.1 Press Release issued on December 12, 1997.
-4-