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) December 29, 2004
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POINT.360
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-21917 95-4272619
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(Commission File Number) (IRS Employer Identification No.)
2777 North Ontario Street, Burbank, CA 91504
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(Address of principal executive offices) (Zip Code)
(818) 565-1400
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(Registrant's telephone number, including area code)
7083 Hollywood Boulevard, Suite 200, Hollywood, CA 90028
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(Former name or 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:
__ 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 November 17, 2004, the Board of Directors of Point.360 (the
"Company"), declared a dividend of one Right for each outstanding share of the
Company's Common Stock to stockholders of record at the close of business on
November 17, 2004. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, without par value (the "Preferred Stock"), at a Purchase Price
of $10.00 in cash, subject to adjustment.
The Rights were issued pursuant to a Rights Agreement dated November 17,
2004 (the "Rights Agreement") between the Company and American Stock Transfer
and Trust Company (the "Rights Agent"). On November 17, 2004, the Company filed
a Current Report on Form 8-K, which is incorporated herein by reference, that
summarized the material terms of the Rights Agreement and that included a copy
of the Rights Agreement.
On December 28, 2004, the Company and the Rights Agent executed an
Amended and Restated Rights Agreement dated as of November 17, 2004 (the
"Amended Rights Agreement"). The Amended Rights Agreement amends and restates in
full the Rights Agreement. Pursuant to the Amended Rights Agreement, Sections 3,
5 and 6 of the Certificate of Determination that is attached as Exhibit A to the
Rights Agreement were amended to set forth several changes in the relative
rights, preferences and limitations of the Preferred Stock.
A copy of the Amended Rights Agreement is available free of charge from
the the Company. This summary of the Rights and the Amended Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Amended Rights Agreement, which is attached as Exhibit 4.1 and is
incorporated herein by reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See description under "Item 1.01 Entry into a Material Definitive
Agreement".
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Effective November 17, 2004, the Company filed a Certificate of
Determination of Point.360 with the Secretary of the State of California. The
Certificate of Determination, a copy of which is attached as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference, describes the
rights, preferences, and limitations of the Preferred Stock.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 3.1 Certificate of Determination of Point.360.
Exhibit 4.1 Amended and Restated Rights Agreement, dated as of November
17, 2004, between Point.360 and American Stock Transfer and
Trust Company, which includes as Exhibit A the form of
Certificate of Determination of Point.360, as Exhibit B the Form
of Right Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Shares.
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.
Point.360
Date: December 29, 2004 By: /s/ Alan R. Steel
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Name: Alan R. Steel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
No.
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3.1 Certificate of Determination of Point.360.
4.1 Amended and Restated Rights Agreement, dated as of November 17,
2004, between Point.360 and American Stock Transfer and Trust
Company, which includes as Exhibit A the form of Certificate of
Determination of Point.360, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares.