-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I5icknuAozzhwzEQWXGL/V2TGVZJubGZi5GvoKf+xTWZOOMF2EIxcDg8KbI9Av28 3wNBEO35BdBiarAZvn1wnQ== 0000950148-01-000249.txt : 20010223 0000950148-01-000249.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950148-01-000249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010212 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001035700 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 954519215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23307 FILM NUMBER: 1539251 BUSINESS ADDRESS: STREET 1: 11818 WILSHIRE BLVD. STREET 2: SUITE # 200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 312-4400 MAIL ADDRESS: STREET 1: 12300 WILSHIRE BLVD STREET 2: #400 CITY: LOS ANGELES STATE: CA ZIP: 90025 8-K 1 v69631e8-k.txt FORM 8-K 1 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): February 12, 2001 TEAM COMMUNICATIONS GROUP, INC. (Exact name of registrant as specified in charter) California 0-23307 95-4053296 (State or Other Jurisdiction Commission (I.R.S. Employer of Incorporation) File Number Identification No.) 11818 Wilshire Boulevard, Los Angeles, California 90025 (Address of principal executive offices) Registrant's telephone number, including area code: (310) 312 4400 Not Applicable (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On February 12, 2001, Team Communications Group, Inc., a California corporation and the registrant herein, issued a press release concerning anticipated losses for the fiscal year ended December 31, 2000, the appointment of Michael Jay Solomon as Chairman and Chief Executive Officer and Jay Shapiro and President and Chief Operating Officer and the related resignation of Drew S. Levin, the restructuring of certain of its European operations and the review of certain library acquisition and sales in fiscal 2000, and certain credit facility and short term liquidity issues effecting the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release of Team Communications Group, Inc. dated February 12, 2001 SIGNATURES 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 thereunto duly authorized. TEAM COMMUNICATIONS GROUP, INC. Date: February 13, 2001 By: /s/ MICHAEL JAY SOLOMON ----------------------------- Michael Jay Solomon Its: Chairman of the Board and CEO 2 EX-99.1 2 v69631ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Press Release February 12, 2001 TEAM Communications Group, Inc. ------------------- Names Michael Jay Solomon Chairman and CEO ------------------- Expects to Report Loss for Full Year 2000 Los Angeles, CA - February 12, 2001 - TEAM Communications Group, Inc. (NASDAQ_NMS: TMTV; Neuer Markt: TME) announced today that Michael Jay Solomon has been appointed Chairman of the Board and Chief Executive Officer of the Company effective immediately. Mr. Solomon, who is currently a member of the Company's Board of Directors, was the co-founder of Telepictures Corp., which later merged with Lorimar to become Lorimar Telepictures Corporation, where Mr. Solomon served as President. Lorimar Telepictures was subsequently acquired by Warner Bros., where Mr. Solomon served as President of Warner Bros. International Television. Drew S. Levin, the Company's former Chief Executive Officer, has resigned from the Company and its Board of Directors. Jay J. Shapiro, the Company's acting Chief Financial Officer and formerly the head of the entertainment and accounting practice of Laventhol & Horwath, has been appointed President and Chief Operating Officer. The Company also reported that it currently expects to take a charge of approximately $21,000,000 against its results of operations for the year 2000. The Company stated that the amount of the expected charge is subject to adjustment, including possible increase, upon audit of the Company's year 2000 operations. It is also subject to completion of an internal examination of whether certain of the Company's film library acquisition and distribution transactions during the past year lacked economic substance. As a result of this charge, the Company anticipates that it will report a loss for the year 2000 of between $18,000,000 and $19,500,000 or a potentially larger amount. The Company also disclosed that it has short-term liquidity needs, which Mr. Solomon stated will receive his immediate attention. Mr. Solomon stated, "I am gratified by the support of the Board. I look forward to working with the executives of the Company, including Jay Shapiro, the new President and Chief Operating Officer, and Jamie Waldron, President of Production, in building on the Company's core business activities. It is my hope that we can build on the increased production activities of 2000 and return the Company to profitability as soon as practicable." Mr. Solomon further stated, "I intend to focus whatever time is necessary to rebuild TEAM and make it a success." 2 The Company stated that the charges expected to be reflected in its year 2000 results will include the establishment of approximately $11,000,000 of reserves against long-term receivables and 10,000,000 of reserves relating to the valuation of its film programming inventory. The Company also expects to record an adjustment of approximately $2,000,000 as a result of the early adoption of certain new accounting requirements for producers and distributors of films. These adjustments include $9,000,000 related to the elimination of the Company's investment associated with its 1999 acquisition of Dandelion U.K. The Company stated that it intends to restructure its present U.K. operations, and that Noel Cronin, the Managing Director of Team Dandelion, has agreed to terminate his employment agreement with the Company. The Company further reported that it has instituted a strategic review of its acquired film libraries, with a view to increasing the rates at which the Company amortizes its investments in those libraries. As a result of the anticipated adjustments and reserves, the Company expects that it will not be in compliance with the terms of its existing bank financing facilities, and is seeking appropriate waivers of these potential covenant defaults. The Company is also seeking to restructure its financing arrangements. Mr. Solomon is an established veteran of the entertainment industry and one of the pioneers of television syndication. After leaving Warner Bros., Mr. Solomon established Solomon Entertainment, which currently owns production companies in Latin America, Spain and Rumania. Mr. Solomon is also building entertainment centers in Miami and Puerto Rico, and is also the Chairman of the Board and Chief Executive Officer of Maxx International (OTC (BB): MXII). -----END PRIVACY-ENHANCED MESSAGE-----