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):
May 10, 2005
MARVEL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13638 13-3711775
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
417 Fifth Avenue, New York, New York 10016
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(Address of principal executive offices) (Zip code)
(212) 576-4000
(Registrant's telephone number, including area code)
10 East 40th Street, New York, New York 10016
(Former address, if changed since last report)
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 1.01 Entry into a Material Definitive Agreement.
On May 11, 2005, Marvel Enterprises, Inc. (the "Registrant") issued a press
release, a copy of which is attached hereto as Exhibit 99.1, announcing that its
Board of Directors has authorized an additional $150 million under its common
stock repurchase program. This authorization is in addition to the $100 million
authorized in July, 2004 under the repurchase program. Pursuant to the
authorization, the Registrant may purchase shares from time to time in the open
market or through privately negotiated transactions on or before June 30, 2006.
Pursuant to an amendment to his existing Share Disposition Agreement with
the Registrant (the "Amendment"), the Registrant's Chief Executive Officer, Vice
Chairman and largest stockholder, Isaac Perlmutter has agreed to continue not to
sell any of his shares of the Registrant's common stock while the expanded
repurchase program is in effect. A copy of the Amendment is attached hereto as
Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
------------ -----------
10.1 First Amendment to Share Disposition Agreement, dated as
of May 10, 2005 by and between the Registrant and Isaac
Perlmutter.
99.1 Press release of the Registrant dated May 11, 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
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Name: John Turitzin
Title: Executive Vice President
and General Counsel
Date: May 11, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 First Amendment to Share Disposition Agreement, dated as
of May 10, 2005 by and between the Registrant and Isaac
Perlmutter.
99.1 Press release of the Registrant dated May 11, 2005.