UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
TRANSMEDIA EUROPE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3701141
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
---------------------------------------------------
(Address of principal executive offices) (zip code)
U.K. 011-44-171-930-0706
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days
Yes No X
---- ----
1
Item 2. Acquisition or Disposition of Assets
On May 14, 1998 Transmedia Europe, Inc. (the "Company") and Transmedia Asia
Pacific, Inc. ("TMA") purchased from Compass Trustees Limited 100% of the
outstanding capital stock of Porkpine Limited ("Porkpine"). TMA is a Delaware
corporation which shares common directors and officers with the Company. The
Company and TMA each acquired 50% of the outstanding capital stock of
Porkpine.
Porkpine and its wholly owned subsidiaries Letville Holdings Limited
("Letville") and Floracourt Marketing Limited ("Floracourt") operate two
businesses trading as Logan Leisure and Logan Leisure & Entertainment.
Porkpine trades as Logan Leisure ("LL"). LL was established in 1989 and is
based in Belfast, Northern Ireland. Letville is an intermediary holding
company which owns Floracourt. Floracourt trades as Logan Leisure &
Entertainment ("LLE"). LLE is based in Dublin in the Republic of Ireland and
commenced operations in 1992. Both LL and LLE produce and sell discount and
savings directories. The discount directory is a book of vouchers, along with
a membership card, which the purchaser of the directory can use to obtain
discounts from participating merchants. LL and LLE have negotiated agreements
with such participating merchants whereby the merchant agrees to the
inclusion of branded vouchers in the directory or acceptance of the membership
card. The purchaser of the directory can use their membership card or redeem
such vouchers to obtain a discount on purchases made in the merchant's
establishments. Participating merchants include hotel groups, restaurants and
a wide range of leisure activity providers such as golf clubs.
The transaction was consummated pursuant to an acquisition agreement (the
"Agreement") dated May 14, 1998 between Compass Trustees Limited, the
Company, TMA and Gavin and Joanne Logan. The consideration paid totalled
1,060,000 pounds sterling ($1,749,000 approximately) subject to increase or
decrease by an amount equal to the net current assets of Porkpine and
subsidiaries as of the date of completion. The net current assets as of the
date of completion will be determined by reference to consolidated financial
statements (the "Completion accounts") to be prepared as soon as practical
after May 14, 1998. The consideration paid on consummation was paid as
follows:
Company TMA Total
------- ------- ---------
Pounds Sterling
Cash 330,000 330,000 660,000
Shares of common stock:
Company - 225,000 shares 200,000 -- 200,000
TMA - 225,000 shares -- 200,000 200,000
------- ------- ---------
Total 530,000 530,000 1,060,000
------- ------- ---------
Porkpine had previously entered into Heads of Terms with unrelated third
parties to form a joint venture to sell directories through the third parties
marketing channels. As of May 14, 1998 negotiations with regard to two
contracts were at an advanced stage. Pursuant to the terms of the Agreement,
if such contracts are consummated, Porkpine has agreed to pay an amount equal
to 50% of its share of the Joint Venture pre-tax profits accruing to Porkpine
from the said two contracts to Gavin Logan.
Pursuant to the Agreement Gavin Logan entered into a Service Contract with
Countdown Holdings PLC ("Countdown"). Countdown is 50% owned by the Company
and 50% owned by TMA. The Service Contract is an employment agreement
pursuant to which Countdown employs Gavin Logan as Chief Operating Officer.
The Service Contract is for a period of two years and provides for an annual
salary of 72,000 pounds sterling, subject to such increases from time to time
as Countdown may agree in its sole discretion. The Service Contract also
provides for the grant of options to Gavin Logan to purchase 50,000 shares of
common stock of each of the Company and TMA in March 1999 and March 2000 at
an exercise price of $1.50 per share, an aggregate of 100,000 shares of
common stock in each of the Company and TMA.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of the Businesses Acquired and Pro Forma
Financial Information
It is impractical for the Company to provide at this time the required audited
financial statements and the required pro forma financial information. The
Company intends to file such financial statements and pro forma financial
information as an amendment to this form as soon as practicable but in any event
no later than July 29, 1998
(C) Exhibits
2.1 Agreement for the acquisition of 100% of the issued share capital of
Porkpine Limited among Compass Trustees Limited, Transmedia Europe, Inc.and
Transmedia Asia Pacific, Inc and Gavin Logan and Joanne Logan, dated May 14,
1998
2
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 thereunto duly authorised.
TRANSMEDIA EUROPE, INC.
By:
----------------------
Paul Harrison
President and Chief Financial Officer
3