-----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, R7cuFimns+EEXjyWwzIT7CLi9hE1sXDy//6aXom+MUNXSdsD9Dw5+ooNAZP4PgM6 oIz0If9D9EmIWhjOAlA/OQ== 0001079973-06-000165.txt : 20060317 0001079973-06-000165.hdr.sgml : 20060317 20060316173154 ACCESSION NUMBER: 0001079973-06-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Navstar Media Holdings, Inc. CENTRAL INDEX KEY: 0001177274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752980786 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50340 FILM NUMBER: 06693303 BUSINESS ADDRESS: STREET 1: SUITE 30301, 3RD FLOOR, SCITECH PLACE STREET 2: NO. 22 JIANGUOMENWAI STREET CITY: BEIJING STATE: F4 ZIP: 10004 BUSINESS PHONE: 011-86-139-11113602 MAIL ADDRESS: STREET 1: SUITE 30301, 3RD FLOOR, SCITECH PLACE STREET 2: NO. 22 JIANGUOMENWAI STREET CITY: BEIJING STATE: F4 ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 8-K 1 navstar_8k-031606.txt FORM 8-K 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): March 16, 2006 -------------- Navstar Media Holdings, Inc. ----------------------------- (Exact name of registrant as specified in charter) Nevada 000-50340 752980786 ------- ---------- --------- State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 26, Chaowai Road, Suite A2205, Chaoyang District, Beijing, 100020, China (Address of principal executive offices) Registrant's telephone number, including area code: Phone: 646.688.4413 Fax: 646.349.3864 Premier Document Services, Inc. ------------------------------- (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; Item 3.02 Unregistered Sale of Equity Securities On March 11, 2006, the Company entered into an Agreement with the shareholders of Beijing Broadcasting and Television Media Co., Ltd. ("Beijing Media") to acquire operational control of Beijing Media and acquire a 70% ownership interest in Beijing Media. Pursuant to the Agreement, the Company is issuing 2,400,000 shares of its common stock valued at $1.00 per share to the existing shareholders of Beijing Media out of which 900,000 shares of the common stock of Company are for securing a pre-Olympics 2008 Beijing Games sport mini-series featuring top Chinese athletes. The 900,000 shares shall be returned back to the Company and cancelled if the show cannot be secured. Beijing Media dates back to 2000 when its predecessor was founded. Beijing Media has produced approximately 10,000 hours of programming over the years. Beijing Media counts among its customers, CCTV, for which it produces approximately 500 hours of programming a year, Beijing Television Station, Beijing Digital and Mobile Television Station, Shanghai Television Station, Guangzhou Television Station and many other television stations. Beijing Media has a full set of pre and post production editing equipment, including 15 pieces pre-production equipment, 10 pieces of non-linear editing equipment and 2 pieces linear editing equipment. Beijing Media is lead by a team of well-trained professionals with solid background of content production and distribution. Beijing Media's top management and creation team are well respected in the industry. The acquisition of Beijing Media is very important to the Company as it will provide the Company with a platform for the TV syndicated programming production and other content production and management. The Company is in the process of consolidating its TV content production capabilities under the umbrella of Beijing Media to streamline and more effectively manage the content production business operations. Item 5.02 Election of Director Mr. YANG Wenquan, a major shareholder of Beijing Media, has been elected to the board of directors of the Company. He serves as Chairman of Beijing Ruixing Shiji Investment Co., Ltd. He also served respectively as the Marketing Manager of Beijing Industry Development Group and prior to that as the General Manager of Beijing Yuixing Advertisement Co., Ltd. and as an official in the Beijing Municipal Government Foreign Affairs Service. Mr. Yang majored in law at the Central Communist Party School. He has produced many TV series, TV programs and movies, such as the 30 episode Fenglin Pavilion, the movie The Person Loving Me is Gone and a daily TV show At Your Service. Mr.Yang brings with him extensive experience in dealing with media and content in China and insight on management and operation control. Item 8.01 Other Events With the acquisition of Beijing Media, the Company intends to re-organize its TV content operations and assets under Beijing Media to more efficiently and effectively manage and control the operations. Item 9.01 Exhibits. (d) Exhibit Exhibit Description of Exhibit Number -------- ----------------------- 10.1 Agreement 99.1 Press Release 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 hereunto duly authorized. Navstar Media Holdings, Inc. (Registrant) /s/ Don Lee ----------------- (Signature) Date: March 16, 2006 Don Lee EX-10.1 2 navstar_8k-ex101.txt EXHIBIT 10.1 Exhibit 10.1 The Agreement ("Agreement") is entered into March 11, 2006 by the following parties: Party A: Wu Ju Ying and Beijing Ruixing Shiji Investment Co., Ltd (the shareholders of Beijing Broadcasting and Television Media Co., Ltd.) Address: Room A2205, #26, Chaowai Road, Chaoyang District, Beijing, 100020, China Representative: Yang Wen Quan Nationality: Chinese Party B: Navistar Communication Holding, LTD Contact Address: 4001 S DECATUR BLVD, SUITE 37-218 LAS VEGAS NV 89103 Representative: Don Lee Nationality: U.S.A. (1) Party A is the sole shareholder of Beijing Broadcasting and Television Media Co., Ltd., legally registered limited liability companies established according to the laws of the People's Republic of China ("China") laws, who authorizes its representative Yang Wen Quan to represent Beijing Broadcasting and Television Media Co., Ltd. to sign this Agreement; Party B is a legally registered limited liability company registered in U.S.A. (2) In Accordance with The Company Law of China, The Contract Law of China as well as other prevailing laws and regulations, Part B decides to take operation control of and make investment in Beijing Broadcasting and Television Media Co., Ltd., and invest in Beijing Broadcasting and Television Media Co., Ltd. directly or indirectly through one of Party B's subsidiaries. 1. Representations and Warranties 1.1 The representations and warranties jointly made by the both parties are listed as follows: (1) The both parties have all the relevant legal rights and capacity and are qualified for signing and implementation of this Agreement, and at the same time, the signing and implementation of this Agreement will not violate any or all the legal documents such as regulations on the company regulation, contracts and agreements which may impose certain restrictions on it. (2) The both parties have already carried out all the required actions or will do so, to obtain the consent, approval, authorization and permit required by signing and implementation of this Agreement. (3) In keeping with the principles of reliability and creditability and responsibility, both parties will make utmost efforts to work in close cooperation to promote the smooth implementation of this Agreement. The parties will follow the principles set forth within this Agreement, and will not impede the implementation of this Agreement. The representations and warranties of Party A 1.2 The representations and warranties that Party A makes to Party B are listed as follows: (1) All the materials having been or to be provided by Party A are authentic, complete, accurate with no misleading information. (2) The registered capital of Beijing Broadcasting and Television Media Co., Ltd. has been fully contributed; Beijing Broadcasting and Television Media Co., Ltd. owns the legal ownership and use rights of the total assets. (3) Beijing Broadcasting and Television Media Co., Ltd. has obtained necessary rights and permits, authorizations, approvals and consent required for media content production and business operation. The business scope of Beijing Broadcasting and Television Media Co., Ltd. does not go beyond the operational scope approved as well as the rules of its articles. (4) Its financials statements as audited by its auditing firm according to the US GAAP shall be true and correct and fairly represent the operation results of Beijing Broadcasting and Television Media Co., Ltd. (5) Party A shall disclose all the mortgage of assets, sponsor and related lawsuits and arbitration as well as administrative penalties to which Party A is subject. (6) Additional Representations and Warranties: There will be no material changes in the contributed assets and debts of Beijing Broadcasting and Television Media Co., Ltd. and Party A will maintain normal cash flow for it operational activities; 1.3 The representations and warranties that Party B makes to Party A are listed as follows: (1) All the materials having been or to be provided to party A are authentic, timely and complete. (2) Party B recognizes all the contracts entered into before this Agreement, and will cause the Joint Venture to duly fulfill the implementation of this Agreement. 2. Operation Control and Investment 2.1 The scope of the capital assets of this cooperation refers to the total assets appearing on the financials of Beijing Broadcasting and Television Media Co., Ltd.. 2.2. As of the date of this Agreement, Party B shall assume the full operation control of Party A, including without limitation all aspects of Beijing Broadcasting and Television Media Co., Ltd. 's business operation, production, distribution and sale of products and shall have the complete power to appoint and change Beijing Broadcasting and Television Media Co., Ltd. 'stop management staff and executives. Party B shall also nominate majority of Beijing Broadcasting and Television Media Co., Ltd.'s board members including its chairman. 2.3 Party B agrees to inject additional funding into Beijing Broadcasting and Television Media Co., Ltd. either directly or indirectly. After the completion of investment from Party B, Beijing Broadcasting and Television Media Co., Ltd. will become a subsidiary of Party B with Party B holds 70% of the total equity and Party A holds 30% of the total equity of Beijing Broadcasting and Television Media Co., Ltd.. 2.4 Standstill Party A shall not enter into any discussion of capital contribution and cooperation with any third party without the consent of Party B and shall avail itself for the acquisition transaction as provided in Section 2.2 above. 3. Arrangement of the transaction 3.1 A total of US$1,500,000 worth of shares are going to be issued to Party A and their designees. The total shares are valued at US $1,500,000 at $1.00 per share to be paid to Party A within 10 days upon the signing of this Agreement. 4. Additional Bonus for Special Services Party A shall be paid a total of $900,000 worth of shares if Party A can secure for Party B the pre-Olympics sports column in China. 5. Others 5.1 This Agreement is not allowed to be terminated on unilaterally. 5.2 If any of the parties breaches the Agreement, the non-breaching party has rights to ask the other party for compensations due to breach of Agreement. 5.3 If any dispute arises between the two parties, the dispute shall be negotiated and settled within 30 working days. If the negotiation fails, the two parties can seek arbitration as the exclusive remedy and such arbitration award shall be final, exclusive, binding and enforceable against the parties. The arbitration shall be held in Hong Kong before the arbitral tribunal under the auspices of the Hong Kong Chamber of Commerce using its procedural rules. 5.4 For issues fails to be mentioned in this Agreement, the two parties may sign supplementary Agreement or attachment in writing, which forms effective components of this Agreement with the same legal effect. 5.5 This Agreement is in quadruplicate, with two copies held by each party. Party A: Authorized representative: Party B: Authorized representative: EX-99.1 3 navstar_8k-ex991.txt EXHIBIT 99.1 Exhibit 99.1 NAVSTAR MEDIA TO ACQUIRE BEIJING BROADCASTING AND TELEVISION MEDIA CO., LTD. Will Add Major Content Producer to Chinese TV Stations, including CCTV Plans to Produce Pre-Olympic Sports Mini-Series for Broadcast prior to 2008 Beijing Games Announces Election of Yang Wenquan to the Board of Directors NEW YORK - March 16, 2006 - Navstar Media Holdings, Inc. (OTCBB: NVMH.OB), a leading provider of television content in China, today announced that it has entered into a definitive agreement to acquire operational control and 70 percent ownership interest of Beijing Broadcasting and Television Media Co., Ltd. ("Beijing Media"), a leading content and production company in China. Navstar also announced the appointment of Yang Wenquan to its Board of Directors. During the past five years, Beijing Media has produced approximately 10,000 hours of television programming, including TV series, movies and specials. The company currently produces approximately 500 hours of programming per year for CCTV, the major broadcast television network in mainland China. Led by a team of seasoned media professionals with a solid track record in production and distribution, Beijing Media is recognized for its consistently high-quality product and strong viewing shares. "This acquisition is another step in our strategy to further build upon our content development capabilities to take advantage of the growth of China's media market," said Don B. Lee, Chief Executive Officer of Navstar. "Through this transaction, we will strengthen our operating management team, improve our production facilities, expand our distribution footprint and unlock new opportunities to drive our business. We welcome Yang Wenquan to our Board and look forward to working with him and the Beijing Media team as we seek to unlock the full potential of our resources." Navstar will issue 2.4 million shares of its common stock to the existing shareholders of Beijing Media, including 1.5 million shares to complete the acquisition and 900,000 shares to secure a pre-Olympics 2008 Beijing Games sports mini-series featuring top Chinese athletes. The 900,000 shares will be returned to Navstar if the show cannot be secured. Navstar will consolidate its television content production capabilities under the umbrella of Beijing Media to streamline and more effectively manage its operations. Navstar's newly elected Board member Yang Wenquan, a major shareholder in Beijing Media and currently Chairman of Beijing Ruixing Shiji Investment Co., Ltd., previously, served as the Marketing Manager of Beijing Industry Development Group. Prior to that, Mr. Wenquan served as the General Manager of Beijing Yuixing Advertisement Co., Ltd. and as an official in the Beijing Municipal Government Foreign Affairs Service. He has produced many popular TV series, programs and movies, such as the 30 episode Fenglin Pavilion, the movie The Person Loving Me is Gone and the daily TV show At Your Service. About Navstar Media Holdings, Inc. Navstar Media Holdings, Inc. (OTCBB:NVMH.OB), is a leading provider of television content in China. The Company intends to grow through internal expansion and strategic acquisitions in the largest emerging media market in the world. In addition to content production, licensing and distribution, Navstar is also engaged in advertising, televised cultural events, corporate communications and exhibitions. Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. All the unaudited numbers and data provided in this press release are based on estimates according to the knowledge of the Company and may be subject to changes that are beyond the control of the Company. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under "Search for Company Filings." # # # Contact Information: Navstar Media Holdings, Inc. Don B. Lee 646 688 4413 Brainerd Communicators, Inc. Ray Yeung (media) Todd St.Onge (investors) 212 986 6667 -----END PRIVACY-ENHANCED MESSAGE-----