SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 28, 2005
MARVEL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13638 13-3711775
- ----------------------------- -------------------------- -----------------------
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
10 East 40th Street, New York, New York 10016
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 576-4000
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d- 2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
(a) On April 28, 2005, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing its financial results for its first
fiscal quarter ended March 31, 2005.
(b) On April 28, 2005, the Registrant hosted a conference call on the subject of
its financial results for its first fiscal quarter ended March 31, 2005, and
made the call available to listeners by webcast. A copy of the transcript of the
conference call is attached hereto as Exhibit 99.2.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURTIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed herein
concerning the Registrant's business and operations could cause actual results
to differ materially from those contained in forward-looking statements made in
this Current Report on Form 8-K (and its exhibits). When used in this Current
Report on Form 8-K (and its exhibits), the words "intend", "estimate",
"believe", "expect", and similar expressions are intended to identify
forward-looking statements. In addition, the following factors, among others,
could cause the Registrant's financial performance to differ materially from
that expressed in any forward-looking statements made by the Registrant: (i) a
decrease in the level of media exposure or popularity of the Registrant's
characters, (ii) financial difficulties of the Registrant's major licensees,
(iii) delays and cancellations of movies and television productions based on the
Registrant's characters, (iv) poor performance of major movies based on the
Registrant's characters, (v) toy-production delays or shortfalls, continued
concentration of toy retailers, and toy inventory risk and (vi) significant
appreciation of the Chinese currency against other currencies and the imposition
of quotas or tariffs on products manufactured in China. In addition, in
connection with the proposed film slate described below, the following factors,
among others, could cause the Registrant's or the film slate's financial
performance to differ materially from that expressed in any forward-looking
statements made by the Registrant: whether the film slate will close, Marvel's
ability to attract and retain creative talent, the popularity of Marvel's films,
the expense associated with producing the films, union activity which could
interrupt film production, that Marvel has in the past, worked along side film
studios on its film projects, changes or disruptions in the way films are
distributed, a limited number of releases, piracy of films and related products,
fluctuations in reported income or loss related to the accounting of film
production activities, and Marvel's dependence on a single distributor to
distribute films included in the film slate. For further discussion of the
factors described above, please see the section entitled "Cautionary Statement
for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995" in our 2004 10-K and our Current Report on Form
8-K filed with the Securities and Exchange Commission on April 28, 2005. These
forward-looking statements speak only as of the date of this report. The
Registrant does not intend to update or revise any forward-looking statements to
reflect events or circumstances after the date of this report, including changes
in business strategy or planned capital expenditures, or to reflect the
occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press release of the Registrant dated April 28,
2005.
99.2 Transcript of conference call hosted by the
Registrant on April 28, 2005.
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 hereunto duly authorized.
MARVEL ENTERPRISES, INC.
By: /s/ John Turitzin
--------------------------------
Name: John Turitzin
Title: Executive Vice President
and General Counsel
Date: May 4, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release of the Registrant dated April 28,
2005.
99.2 Transcript of conference call hosted by the
Registrant on April 28, 2005.