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): February 6, 1998
Getty Images, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-28586 98-0177556
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
122 South Michigan Avenue
Suite 900
Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 644-7880
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None
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(Former name or former address, if changed since last report.)
2
ITEM 5. OTHER EVENTS.
On February 6, 1998, Getty Communications plc ("Getty
Communications"), predecessor to Getty Images, Inc. ("Getty Images"), issued a
press release announcing the financial results of Getty Communications for
the year ended December 31, 1997. The press release also announced that
Getty Investments LLC had agreed to invest an additional $28 million in the
company. A copy of the release is attached hereto as Exhibit 99.1.
Also on February 6, 1998, Getty Communications issued a press
release announcing that it had entered into an agreement to acquire all of
the capital stock of Allsport Photographic plc ("Allsport"), a sports
photographic agency. A copy of the press release is attached hereto as
Exhibit 99.1.
On February 10, 1998, Getty Images issued a press release
announcing that Getty Communcations and PhotoDisc, Inc. ("PhotoDisc") had
completed the previously announced merger between the two parties on February
9, 1998. Pursuant to the merger, Getty Communications formed Getty Images as
the new U.S. holding company for Getty Communications and PhotoDisc.
Ordinary shares of Getty Communications (including ordinary shares underlying
Getty Communications American Depositary Shares ("ADSs")) were converted into
approximately 19.2 million shares of Getty Images common stock. In
accordance with the previously announced terms for the transaction, one share
of Getty Images common stock was issued for every two ordinary shares of
Getty Communications (one share of Getty Images common stock for each Getty
Communications ADS). Approximately 8.0 million shares of Getty Images common
stock were also issued to the former PhotoDisc stockholders in the merger.
In addition, approximately $39 million was paid to the former stockholders
and optionholders of PhotoDisc.
As a result of the merger, Getty Images has become the successor to
Getty Communications. Trading in Getty Communications ADSs on the Nasdaq
National Market (NASDAQ: GETTY) has been terminated and trading has commenced
in shares of Getty Images common stock on the Nasdaq National Market (NASDAQ:
GETY). Registration of the Getty Communications ordinary shares and ADS,
under the Securities Exchange Act of 1934, as amended, will be terminated.
The February 10 press release also announced the completion of the
previously announced acquisition of Allsport and the $28 million investment
in Getty Images by Getty Investments. A copy of the press release is
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Releases dated February 6, 1998
99.2 Press Release dated February 10, 1998
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 hereto duly authorized.
GETTY IMAGES, INC.
By: /s/ Lawrence Gould
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Name: Lawrence Gould
Dated: February 11, 1998
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Releases dated February 6, 1998
99.2 Press Release dated February 10, 1998