REGISTRATION STATEMENT NO. 333-29635
FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 2
TO
PROSPECTUS DATED JULY 21, 1997
UNAPIX ENTERTAINMENT, INC.
The following information supplements, and must be read in connection with,
the information contained in the Prospectus dated July 21, 1997 as supplemented
by Prospectus Supplement No. 1 dated January 7, 1998 (the "Prospectus") of
Unapix Entertainment, Inc., a Delaware corporation. This Prospectus Supplement
must be delivered with a copy of the Prospectus.
The following information supplements the information provided in the
Prospectus under the caption "Plan of Distribution".
Dated: August 30, 1999
PURCHASE OFFER FOR
UNAPIX ENTERTAINMENT, INC.
10% CONVERTIBLE SUBORDINATED NOTES DUE 2003
August 25, 1999
Dear Noteholder:
By this purchase offer (the "Offer"), Unapix Entertainment, Inc., a Delaware
corporation ("Unapix"), offers to purchase from the holders thereof (the
"Holders") in cash up to (i) $3,611,250 of the $7,222,500 of its 10% Convertible
Subordinated Notes due 2003 (the "Notes") having an original conversion price of
$4.50 per share (and which is currently $4.17 per share after giving effect to
anti-dilution adjustments) and (ii) 100 common stock purchase warrants for every
$1,000 principal amount of Notes being purchased by Unapix, each such warrant
expiring June 30, 2004 and entitling the holder to purchase one share of
Unapix's common stock, $.01 par value per share ("Common Stock"), at an original
exercise price of $6.00 per share (which exercise price is currently $5.26 per
share giving effect to anti-dilution adjustments) (the "Warrants"). The purchase
price for the Notes (the "Purchase Notes") and Warrants (the "Purchase
Warrants") purchased pursuant to this Offer will equal 104.5% of the principal
amount of such Notes plus accrued interest thereon through the date of purchase;
provided, that such purchase is conditioned upon (i) such Holder converting an
equal principal amount of Notes, at the "Deemed Prepayment Premium" (as defined
below) at a modified conversion rate (the "Modified Conversion Price") equal to
the average of the closing prices, as reported by the American Stock Exchange,
for the 10 trading day period ending immediately prior to the "GE Credit
Closing" (as defined below); (ii) such Holder surrendering to Unapix, in
addition to the Purchase Warrants, 100 Warrants for every $1,000 principal
amount of Notes converted (for which the Holder will receive no additional
shares) (such Warrants surrendered in connection with the conversion being
referred to as the "Conversion Warrants"); and (iii) the occurrence of the GE
Credit Closing. For avoidance of doubt, any Notes converted at the Modified
Conversion Price (the "Conversion Notes") shall be deemed amended immediately
prior to conversion to adjust the conversion price to equal the price described
above and to entitle the holder to receive upon conversion the Deemed Prepayment
Premium by converting same into shares of Common Stock at the Modified
Conversion Price. Notes not purchased or converted pursuant to this Offer shall
not be amended or modified in any way as a result of this Offer. The "Deemed
Prepayment Premium" shall mean the principal amount of the Conversion Notes plus
the accrued and unpaid interest thereon through the date of conversion plus the
4.5% pre-payment premium that would have been payable on such Notes had they
been called for redemption.
It is contemplated that this Offer will remain open through 5:00 p.m.
Eastern Time, September 3, 1999, unless extended (the "Expiration Date").
However, Unapix reserves the right to terminate or extend this Offer at any
time.
THIS OFFER IS SUBJECT TO THE CONDITION THAT UNAPIX CONSUMMATE A $40 MILLION
CREDIT FACILITY WITH GENERAL ELECTRIC CAPITAL CORPORATION ON TERMS SATISFACTORY
TO IT (THE "GE CREDIT CLOSING"). UNAPIX RESERVES THE RIGHT, AT ITS ELECTION, TO
NOT PURCHASE ANY NOTES OR WARRANTS OR PERMIT CONVERSION AT THE MODIFIED
CONVERSION PRICE UNLESS THE GE CREDIT CLOSING OCCURS. IF THE GE CREDIT CLOSING
OCCURS, UNAPIX SHALL BE OBLIGATED TO PURCHASE ALL NOTES AND WARRANTS PROPERLY
TENDERED.
This Offer is being extended pursuant to, and forms a part of, Unapix's
Prospectus, dated July 21, 1997, relating to the issuance of shares of Common
Stock underlying the Notes and Warrants. A copy of such Prospectus is enclosed
herewith. As the shares of Common Stock issuable upon conversion of the
Conversion Notes are covered by such Prospectus, it is expected that the shares
of Common Stock to be received by the Holders with respect thereto will not be
"restricted" shares (within the meaning of the Securities Act of 1933), and
accordingly, could be resold by the Holders without restrictions subject to
applicable law.
To accept this Offer, a Holder should complete and sign the letter of
transmittal which accompanies this Offer. The letter of transmittal together
with the Purchase Notes, Purchase Warrants, Conversion Notes and Conversion
Warrants should be delivered to Unapix at the following address:
Unapix Entertainment, Inc.
200 Madison Avenue
New York, New York 10016
Attention: Michael R. Epps, Esq.
TELEPHONE 212-252-7600
TELECOPY 212-252-7628
E-MAIL mepps@unapixent.com
Questions relating to sending your Notes and Warrants and confirmation that they
have been received by Unapix can be directed to the same address at Unapix.
Because the Notes and Warrants are valuable documents, it is recommended that if
shipped, they be sent via a reliable express delivery service such as Federal
Express, UPS, Airborne Express or by hand, to permit receipt by Unapix.
UNAPIX DIRECTS HOLDERS TO THEIR FINANCIAL, LEGAL AND TAX ADVISORS FOR ADVICE
CONCERNING THE RIGHTS AND OBLIGATIONS OF, AND CONSEQUENCES TO, THE HOLDERS WHO
TENDER THEIR NOTES AND WARRANTS PURSUANT TO THIS OFFER.
Holders tendering Notes and Warrants should sign the letter of transmittal
with the same name as are typed on the front of the Notes and Warrants as the
registered holder. The signature on the letter of transmittal should be
guaranteed by a Federally insured financial institution.
No alternative, conditional or contingent tenders will be accepted. If the
GE Credit Closing does not occur by September 30, 1999 for any reason, the
Purchase Notes, Purchase Warrants, Conversion Notes and Conversion Warrants
tendered will be returned by Unapix to the respective tendering Holders.
Upon the terms and subject to the conditions of this Offer (including if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), upon the GE Credit Closing, Unapix will accept for payment and will
pay for all Purchase Notes and Purchase Warrants properly tendered prior to the
Expiration Date. All tenders by Holders and companion elections to convert the
Conversion Notes shall be irrevocable; except that Holders will be entitled to
revoke their tender if they simultaneously convert the full principal amount of
their Purchase Notes and Conversion Notes into shares of the Company's common
stock in accordance with the original terms of the Notes (without giving effect
to this Offer).
Holders tendering their Notes for purchase and conversion pursuant to this
Offer are necessarily investing in the common stock of Unapix and accordingly,
should familiarize themselves with public information concerning Unapix. In this
regard, the Holders' attention is directed to the Prospectus, dated July 21,
1997, as well as the most recently filed documents pursuant to the Securities
Exchange Act of 1934, including, without limitation, Unapix's annual report on
Form 10-KSB for the year ended December 31, 1998, Unapix's Proxy Statement dated
June 25, 1999 and Unapix's quarterly report on Form 10-QSB for the fiscal
quarter ended June 30, 1999, copies of which may be viewed or obtained via the
Internet at www.sec.gov. Holders wishing to receive hard-copy of any of such
information may obtain same free of charge by contacting Unapix at the above
address.
Very truly yours,
UNAPIX ENTERTAINMENT,INC.
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Herbert M. Pearlman, Chairman