-----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, VGSS0Zow2/rm1W084Q91O9JCbpfVH5Q9WHTzDDrX49yPU13PFCuFrF5eZ5ri3E7k ijIkEITRxNk+PzYsDU4Z7w== 0001045080-01-500006.txt : 20010502 0001045080-01-500006.hdr.sgml : 20010502 ACCESSION NUMBER: 0001045080-01-500006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDI ENTERTAINMENT INC CENTRAL INDEX KEY: 0001045080 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 731515699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24919 FILM NUMBER: 1618380 BUSINESS ADDRESS: STREET 1: 201 ANN ST STREET 2: SUITE 210 CITY: HARTFORD STATE: CT ZIP: 06103 BUSINESS PHONE: 8605275359 MAIL ADDRESS: STREET 1: 201 ANN ST CITY: HARTFORD STATE: CT ZIP: 06103 8-K 1 file001.txt PROFORMA STATEMENTS 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 25, 2001 MDI ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 0-24919 73-1515699 ---------- --------- ------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 201 Ann Street Hartford, Connecticut 06103 (Address of principal executive offices including zip code) (860) 527-5359 (Registrant's telephone number, including area code) N.A. (Former name or former address, if changed since last report) Item 5. Other Events. On April 25, 2001, the Company finalized a $3,200,000 private sale to an investor of 2,100 shares of Series C Preferred Stock, representing approximately 15.8% of the outstanding common stock of the Company on an as converted basis. The preferred stock has a liquidation preference of $1,523.81 per share, pays a dividend of 8% per annum, payable in cash or common stock at the Company's option, and is convertible into an aggregate of 2,100,000 shares of the Company's common stock, subject to adjustment under certain circumstances. The investor is entitled to a right of first refusal to provide additional financing to the Company, subject to certain exclusions and exceptions. The Company may not create or increase the authorized number of shares of any class or series of stock ranking prior to or on parity with the Series C Preferred Stock either as to dividends or liquidation without approval of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock. Attached are a calulation of earnings per share a balance sheet and income statement of MDI Entertainment, Inc. giving effect, on a pro forma basis, to transactions which occurred since the date of our financial statements filed on April 11, 2001 as part of our Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2001 and for the seven months ended December 31, 2000 as filed on Form 10-KSB. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 11.1 Pro Forma Earnings Per Share 99.1 Pro Forma Balance Sheet. 99.2 Pro Forma Income Statement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MDI ENTERTAINMENT, INC. (Registrant) Dated April 25, 2001 By: /s/ Steven M. Saferin ---------------------------- Steven M. Saferin President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 11.1 Pro Forma Earnings Per Share 99.1 Pro Forma Balance Sheet. 99.2 Pro Forma Income Statement EX-11.1 2 file004.txt PROFORMA EARNING PER SHARE EXHIBIT 11.1 PRO FORMA EARNINGS PER SHARE MDI ENTERTAINMENT, INC. AND SUBSIDIARY EARNINGS PER SHARE Basic earnings per common share are based on the average number of common shares outstanding during the fiscal period. Diluted earnings per common share include, in addition to the above, the dilutive effect of common share equivalents during the year. For the three months ended March 31, 2001, common share equivalents represented convertible preferred stock and dilutive stock options and warrants using the treasury method. The income available to common shareholders and the number of shares used in the earnings per common share and earnings per dilutive share computation for three months ended March 31, 2001 was as follows: THREE MONTHS ENDED MARCH 31, 2001 ------------------------------ As Previously Reported Proforma Net income $ 577,284 $ 577,284 Preferred stock dividends - (64,000) ------------- ------------ Net income applicable to common shareholders $ 577,284 $ 513,284 ============= ============ THREE MONTHS ENDED MARCH 31, 2001 ------------------------------ As Previously Reported Proforma Basic: Average number of common shares outstanding 10,797,539 10,797,539 Dilutive: Dilutive effect of options, warrants and convertible securities 1,796,733 3,896,733 ------------ ------------- Average dilutive common shares outstanding 12,594,272 14,694,272 ============ ============= For the seven months stub period due to a change in fiscal year end to December 31, 2000, options to purchase 674,166 shares of common stock, preferred stock convertible into 444,444 shares of common stock, subordinated debenture convertible into 375,000 shares of common stock and warrants to purchase 1,576,656 shares of common stock were excluded from the calculation of the diluted loss per share since their inclusion would be anti-dilutive. On a proforma basis preferred stock convertible into 2,100,000 shares of common stock were also excluded as their inclusion would have been antidilutive. The loss income available to common shareholders and the number of shares used in the earnings loss per common share and earnings loss per dilutive share computation for the seven months ended December 31, 2000 was as follows: SEVEN MONTHS ENDED DECEMBER 31, 2000 ------------------------------ As Previously Reported Proforma Net loss $ (2,211,051) $ (2,211,051) Preferred stock dividends (7,438) (130,105) Beneficial conversion feature of Series B Preferred Stock (430,346) (430,346) ------------- ------------- Net loss applicable to common shareholders $ (2,648,835) $ (2,771,502) ============= ============= SEVEN MONTHS ENDED DECEMBER 31, 2000 ------------------------------ As Previously Reported Proforma Basic and dilutive: Average number of common shares outstanding 9,962,936 9,962,936 ============= ============= EX-99.1 3 file002.txt PROFORMA BALANCE SHEET EXHIBIT 99.1 PRO FORMA BALANCE SHEET MDI ENTERTAINMENT, INC. AND SUBSIDIARY PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001 ADJUSTMENTS AS PREVIOUSLY AND REPORTED ELIMINATIONS PROFORMA ------------------------------------------------- ASSETS (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 749,900 $ 3,200,000 $3,949,900 Investment securities available-for-sale at market 145,152 145,152 Accounts receivable 2,315,410 2,315,410 Inventory 234,474 234,474 Other current assets 374,038 (25,000) 349,038 ------------ ------------ Total current assets 3,818,974 6,993,974 PROPERTY AND EQUIPMENT, AT COST: Equipment 251,489 251,489 Furniture and fixtures 120,361 120,361 ------------ ------------ 371,850 371,850 Less: Accumulated depreciation (225,931) (225,931) ------------ ------------ 145,919 145,919 ------------ ------------ OTHER ASSETS: Licensing costs, net 1,431,141 1,431,141 Other 223,956 223,956 ------------ ------------ Total other assets 1,655,097 1,655,097 ------------ ------------ Total assets $ 5,619,990 $8,794,990 ============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES: Billings in excess of costs and estimated earnings on uncompleted contracts $ 3,102,413 $3,102,413 Current portion of long term debt 939,990 939,990 Accounts payable 1,094,354 256,000 1,350,354 Accrued expenses 695,286 695,286 ------------ ------------ Total current liabilities 5,832,043 6,088,043 SHAREHOLDERS' DEFICIT: Common stock 11,172 42 11,214 Convertible preferred stock-Series B 1 1 Paid in Capital from Series C convertible preferred stock and warrants - $ 2,918,958 2,918,958 Additional paid-in capital 5,755,227 5,755,227 Accumulated deficit (5,978,453) (5,978,453) ------------ ------------ Total shareholders' (deficit) equity (212,053) 2,706,947 Total liabilities and shareholders' (deficit) equity $ 5,619,990 $8,794,990 ============= =============
EX-99.2 4 file003.txt PROFROMA INCOME STATEMENT EXHIBIT 99.2 PRO FORMA INCOME STATEMENT MDI ENTERTAINMENT, INC. AND SUBSIDIARY -------------------------------------- PROFROMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THR THREE MONTHS ENDED MARCH 31, 2001 As Previously Reported Proforma ------------------- ------------------- (unaudited) (unaudited) REVENUES $ 3,121,999 $3,121,999 COST OF REVENUES 1,719,883 1,719,883 ------------------- ------------------- Gross profit 1,402,116 1,402,116 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 873,544 873,544 ------------------- ------------------- Operating profit 528,572 528,572 INTEREST EXPENSE, net 77,761 77,761 OTHER INCOME (110,166) (110,166) GAIN-Investment Securities (24,307) (24,307) ------------------- ------------------- Income before provision for income taxes 585,284 585,284 PROVISION FOR INCOME TAXES 8,000 8,000 ------------------- ------------------- Net income $ 577,284 $ 577,284 =================== =================== Basic Earnings Per Common Share (Exhibit 11.1) $ .05 $ .05 =================== =================== Diluted Earnings Per Common Share (Exhibit 11.1) $ .05 $ .04 =================== ===================
MDI ENTERTAINMENT, INC. AND SUBSIDIARY ---------------------------------------- PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2000 As Previously Reported Proforma ------------------- ------------------- REVENUES $ 2,876,676 $ 2,876,676 COST OF REVENUES 1,745,499 1,745,499 -------------------- ------------------ Gross profit 1,131,177 1,131,177 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,297,475 2,297,475 -------------------- ------------------ Operating loss (1,166,298) (1,166,298) INTEREST EXPENSE, net 120,652 120,652 OTHER EXPENSE 923,001 923,001 -------------------- ------------------ Loss before provision for income taxes (2,209,951) (2,209,951) PROVISION FOR INCOME TAXES 1,100 1,100 -------------------- ------------------ Net loss $ (2,211,051) $(2,211,051) ==================== ================== Basic and Diluted Loss Per Common Share (Exhibit 11.1) $ (0.27) $ (0.28) ==================== ==================
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