UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 9, 2006
KINGS ROAD ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or organization)
0-14234 95-3587522
(Commission File Number) (I.R.S. Employer Identification No.)
447 B Doheny Drive, Beverly Hills, California 90210
(Address of principal executive offices) (Zip Code)
310-278 9975
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
___ Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12
___ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
___ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Ace (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On August 9, 2006, concurrently with the appointed George Moseman and
Michel Shane to the board of directors, the Company entered into an
Indemnification Agreement with Messrs. Moseman and Shane. (See Item 5.02 below).
Under the terms of the Indemnification Agreements, the Company contractually
agreed to indemnify Messrs. Moseman and Shane during their services as directors
of the Company and following any termination of such service.
A copy of the Indemnification Agreements entered into with Messrs. Moseman
and Shane, are attached hereto and incorporated herein by this reference as
Exhibit 99.1 and 99.2.
Item 3.02. Unregistered Sales of Equity Securities.
On August 9, 2006, in conjunction with the appointment of Messrs. Moseman
and Shane to the board of directors (See Item 5.02 below), the Company
authorized the issuance of 100,000 restricted shares of the Company's common
stock to each of Messrs. Moseman and Shane, as non-cash compensation for their
services as directors of the Company. Said shares were issued pursuant to an
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Section 25102(f) of the California Corporations Code.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Appointments of George Moseman and Michel Shane as a Directors
On August 9, 2006, the board of directors expanded the board of directors
of the Company to five (5) and appointed George Moseman and Michel Shane to the
Board of Directors. Messrs. Moseman and Shane join H. Martin DeFrank, Geraldine
Blecker, and Philip Holmes as directors for the Company. The directors serve for
a term of one year or until the next annual meeting of shareholders at which
their successors are duly elected and qualified. The following short biographies
have been attached:
George Moseman
George H. Moseman, 58, began his financial services career in New York
working as a stockbroker for Shearson-Lehman's flagship office. He then returned
to California where he became a partner with Tradeway Securities Group in
Irvine, CA, moving on to become a marketing director and serving on the Board of
Directors for Sonic Jet International (SJIT), a publicly traded company. During
his tenure with SJET, he was a critical factor in that company's acquisition of
Force Protection Inc., a $100 million defense contractor. He then became the
marketing director of Lamborghini U.S. Mr. Moeseman then worked as Senior VP of
Equity Trust Advisors, a NASD brokerage, where he was one of the first
investment bankers to contract a public Chinese company. Moving on to Grant
Bettigen Inc., he served as managing director of Investment Banking. His areas
of expertise include brokerage/investment banking, sales/marketing, public
relations/investor relations and business development. Mr. Moseman is currently
President of Business Development for Rubicon Financial Inc. and Senior Vice
President of Advantage Investment Strategies Inc. and holds both a series 7 & 63
license.
Michel Shane
A graduate of Canada's McGill University, Michel Shane attended law school
for two years before deciding on a career in the entertainment business. Shane
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is currently teaching film finance and production at UCLA as well. He frequently
is a moderator and guest lecturer on how to use incentives to help produce
films. He is recognized as an expert in the field.
Mr. Shane's own company, Hand Picked Films, has established itself as one
of the industry's premier motion picture independent production houses. Mr
Shane, along with his business partner Anthony Romano, have recently worked with
the likes of Stephen Spielberg, Leonardo Di Caprio, Tom Hanks, Will Smith, Nick
Nolte Jennifer Garner and others.
Hand Picked Films completed production on I, Robot starring Will Smith,
released by 20th Century Fox, which smashed box office records when the film
grossed over $50 million in its opening weekend. I, Robot is based on a script
they developed at Disney in 1995, entitled Hardwired by Jeff Vintar and inspired
by the story written by Isaac Asimov.
The team has also executive produced Steven Spielberg's award winning Catch
Me If You Can, starring Leonardo DiCaprio, Tom Hanks, Martin Sheen and
Christopher Walken. Romano and Shane worked aggressively developing the project
since acquiring the rights to the book in 1990. Collectively, I, Robot and Catch
Me If You Can have grossed nearly one billion dollars.
Other producing credits include Paramount Classic's North Fork, which
premiered at the Sundance Film Festival starring James Woods, Nick Nolte, Claire
Forlani, Peter Coyote and Daryl Hannah, as well as Stealing Time starring Scott
Foley and featuring Jennifer Garner.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 authorized.
Registrant
Kings Road Entertainment, Inc.
Dated: August 19, 2006 /s/ Geraldine Blecker
_________________________________
By: Geraldine Blecker
Its: Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit Number Exhibit
99.1 Indemnification Agreement with George Moseman dated
August 9, 2003
99.2 Indemnification Agreement with Michel Shane dated
August 9, 2006