-----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, U5Nx3PSy2kTNgzXLm3jjUWbu7qGeAr+jnBV/pqqvbfMGGTNojSV6cuN0cbMY2NiY m5r/fHypVZ26zAhKjW7C/Q== /in/edgar/work/0000912057-00-047581/0000912057-00-047581.txt : 20001108 0000912057-00-047581.hdr.sgml : 20001108 ACCESSION NUMBER: 0000912057-00-047581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON ENTERTAINMENT CORP CENTRAL INDEX KEY: 0001089046 STANDARD INDUSTRIAL CLASSIFICATION: [4833 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26443 FILM NUMBER: 754501 BUSINESS ADDRESS: STREET 1: 71 GREAT PASTURE ROAD CITY: REDDING STATE: CT ZIP: 06896 BUSINESS PHONE: 2039380737 MAIL ADDRESS: STREET 1: 71 GREAT PASTURE ROAD CITY: REDDING STATE: CT ZIP: 06896 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT MUSIC GROUP INC DATE OF NAME CHANGE: 19990617 8-K 1 a2029639z8-k.txt FORM 8-K --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0060 Expires: May 31, 2000 Estimated average burden hours per response....5.00 --------------------------- UNITED STATES 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) November 6, 2000 -------------------------------- FALCON ENTERTAINMENT CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-26443 22-281-1783 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 675 Third Avenue, 12th Floor, New York, NY 10017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 557-5557 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On November 6, 2000, Falcon Entertainment Corp. (the "Company") issued a press release announcing that it had terminated its network carriage agreement with OlympuSAT, Inc., had reduced its headcount by nine employees, is in the process of redesigning its IMNTV music video programming, and is planning to launch a new version of its IMNTV.com web site during early November, 2000. IMNTV was launched in limited U.S. markets earlier this year, but has not been broadcast in all markets in which it initially launched since approximately September. The Company is negotiating with several satellite carriage providers in an attempt to procure lower cost 24-hour digital carriage for its IMNTV programming. A copy of the Company's press release is attached to this current report on Form 8-K. Such press release is incorporated by reference into this Item 5 and the foregoing description of such press release is qualified in its entirety by reference to such exhibit. The above-referenced statements are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management's current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the risk that the Company may not be able to obtain additional capital and may have to curtail or cease operations, the Company's limited operating history, unproven business model, history of losses and anticipation of continued losses, the potential volatility of the Company's quarterly operating results, intense competition faced by the Company, the risk that the Company may not be able to attract advertisers or strategic alliances, and other risks which are set forth in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000 and its Quarterly Report on Form 10-QSB for the period ended August 31, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Press Release issued November 6, 2000, by Falcon Entertainment Corp. SIGNATURES* Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FALCON ENTERTAINMENT CORP. ---------------------------------------------------- (Registrant) November 6, 2000 By /s/ Anthony Escamilla - ------------------------ ---------------------------------------------------- Date Anthony Escamilla Executive Vice President and Chief Operating Officer EXHIBIT INDEX
Exhibit Number Description 99.1 Press Release issued November 6, 2000, by Falcon Entertainment Corp.
EX-99.1 2 a2029639zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Tony Escamilla, Falcon Entertainment Corp. 675 Third Ave., 12th Floor New York, NY 10017 (212) 557-5557 FALCON ENTERTAINMENT ANNOUNCES TERMINATION OF CURRENT CABLE DISTRIBUTION ARRANGEMENT AND IMPLEMENTATION OF PHASE TWO OF ITS PLAN TO REDESIGN ITS PROGRAMMING AND WEBSITE NEW YORK, November 6, 2000 -- Falcon Entertainment Corp. (OTC BB: INDE) announced today that after an evaluation of its current cable distribution and programming strategies for its IMNTV-TM- music video program, it has terminated its network carriage agreement with OlympuSAT, Inc., an affiliate of Ocean Communications, Inc. Through Independent Music Network, Inc. (IMN-TM-), a wholly owned subsidiary of Falcon, the company operates IMNTV, a medium intended to offer amateur bands and artists national television exposure, plus worldwide visibility through concurrent webcasting on IMNTV.com-TM-. Management believes such a move to be in the long-term strategic interest of the company. Falcon launched IMNTV in limited U.S. markets earlier this year, but has not been broadcast in all markets in which it initially launched since approximately September. The company is currently redesigning its programming and anticipates the completion of its enhanced format in January 2001. Management is negotiating with several satellite carriage providers for lower cost 24-hour digital carriage. The company expects that a move to another carrier will reduce its overall expenses and will be more in line with Falcon's goal of expanding its efforts to gain nationwide distribution, on a 24/7 basis, for its IMNTV channel. Falcon intends to create an in-house cable distribution staff. The decision to terminate the network carriage agreement temporarily leaves Falcon without cable distribution for its music video programming, however IMNTV continues to webcast its programming at WWW.IMNTV.COM As part of its overall restructuring effort, Falcon has also reduced its headcount by nine employees, primarily in the marketing and creative functions, representing approximately 47% of its workforce. The company plans to launch version 2.0 of its IMNTV.com web site during early November. The new version of the site is being designed to include a number of changes including: substantially easier navigation and search tools, improved band and video information for viewers, a more intuitive interface for bands to manage their IMNTV accounts, and an enhanced streaming video interface. Falcon is currently negotiating with several sources for additional equity funding, the completion of which is necessary for the company to expand its cable distribution efforts and to re-launch its IMNTV programming. At the present time, Falcon is relying solely on its Chairman and principal shareholder for its working capital funding. ABOUT FALCON ENTERTAINMENT Falcon Entertainment Corp. is a diversified entertainment company focused on three primary areas: Broadcasting and Cable Networks, Music, and the Internet. IMNTV was launched in June 2000 with the intention of broadcasting and webcasting (subject to content) all amateur and professional music television videos submitted from around the world on national cable and direct satellite television, 24 hours a day, seven days per week. IMNTV currently webcasts these music videos on its Internet website WWW.IMNTV.COM. Independent Music Network, Inc., InVision Records, Inc. and Ecity Records, Inc. are all wholly owned subsidiaries of Falcon Entertainment Corp. Falcon is headquartered in New York, NY. This news release contains statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release that are not strictly historical are "forward looking" statements which are subject to the many risks and uncertainties that exist in Falcon's operations and business environment. These risks and uncertainties may cause actual results to differ materially from expected results and include, but are not limited to, the risk that Falcon may not be able to obtain additional capital and may have to curtail or cease operations, Falcon's limited operating history, unproven business model, history of losses and anticipation of continued losses, the potential volatility of Falcon's quarterly operating results, intense competition faced by Falcon, the risk that Falcon may not be able to attract advertisers or strategic alliances, and other risks which are set forth in Falcon's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000 and its Quarterly Report on Form 10-QSB for the period ended August 31, 2000. THIS IS NEITHER AN OFFER TO BUY OR SELL A SECURITY AND IS FOR INFORMATIONAL PURPOSES ONLY. -----END PRIVACY-ENHANCED MESSAGE-----