REGISTRATION STATEMENT NO. 333-29635
FILED PURSUANT TO RULE 424(B)(3)
PROSPECTUS SUPPLEMENT NO. 3
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, and
Prospectus Supplement No.2 dated August 30, 1999.
The following information supplements the information provided in the
Prospectus under the caption "Plan of Distribution".
Dated: September 8, 1999
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PURCHASE OFFER FOR
UNAPIX ENTERTAINMENT, INC.
10% CONVERTIBLE SUBORDINATED NOTES DUE 2003
September 8, 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 $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). The purchase price for the
Notes (the "Purchase Notes") 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 of Unapix's common
stock, $.01 par value per share ("Common Stock"), as reported by the American
Stock Exchange, for the 10 trading day period ending immediately prior to the
"GE Credit Closing" (as defined below), capped at a maximum conversion rate of
$3.00 per share; and (ii) 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.
By accepting this Offer, Holders will be permitted to retain the common
stock purchase warrants that were included with the Notes in the Units that they
purchased.
It is contemplated that this Offer will remain open through 5:00 p.m.
Eastern Time, September 15, 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 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 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. A copy of such Prospectus has previously been
provided to each Holder. 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.
First Montauk Securities will receive a solicitation fee of $.03 per share
of Common Stock issued upon conversion of Notes that are converted, pursuant to
this Offer, by Holders that it solicits. Accordingly, if a Holder has not been
solicited by First Montauk Securities, the Holder should check the appropriate
box on the Letter of Transmittal which accompanies this Offer.
To accept this Offer, a Holder should complete and sign the Letter of
Transmittal. The Letter of Transmittal together with the Purchase Notes and
Conversion Notes 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 confirmation that they have been
received by Unapix can be directed to the same address at Unapix. Because the
Notes 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 PURSUANT TO THIS OFFER.
Holders tendering Notes should sign the letter of transmittal with the
same name as are typed on the front of the Notes 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 and Conversion Notes tendered will be returned by Unapix to the
respective tendering Holders, and this Offer and its acceptance will be deemed
null and void.
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 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.
/s/ HERBERT M. PEARLMAN
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Herbert M. Pearlman, Chairman