0001193125-14-452750.txt : 20141223 0001193125-14-452750.hdr.sgml : 20141223 20141223161506 ACCESSION NUMBER: 0001193125-14-452750 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141218 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141223 DATE AS OF CHANGE: 20141223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DreamWorks Animation SKG, Inc. CENTRAL INDEX KEY: 0001297401 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 680589190 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32337 FILM NUMBER: 141307071 BUSINESS ADDRESS: STREET 1: GRANDVIEW BUILDING STREET 2: 1000 FLOWER STREET CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: (818) 695-5000 MAIL ADDRESS: STREET 1: GRANDVIEW BUILDING STREET 2: 1000 FLOWER STREET CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: DreamWorks Animation, Inc. DATE OF NAME CHANGE: 20040715 8-K 1 d840897d8k.htm 8-K 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): December 18, 2014

 

 

DreamWorks Animation SKG, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32337   68-0589190

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1000 Flower Street,

Glendale, California

   91201
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (818) 695-5000

 

 

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.

Amendment of License Agreement with Steven Spielberg

On December 18, 2014, DreamWorks Animation L.L.C. (“DWA LLC”), a subsidiary of DreamWorks Animation SKG, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the License Agreement, effective as of January 1, 2009 (as amended by Amendment No. 1 effective as of January 1, 2009 and Amendment No. 2 effective as of January 1, 2009, the “License Agreement”), with DW II Management, Inc. (the “Spielberg Entity”) and Steven Spielberg. Pursuant to the License Agreement, DreamWorks previously granted the Spielberg Entity (a) the right to use certain trademarks, service marks and trade names containing the term “DreamWorks” and (b) the right to grant a sublicense to DreamWorks II Holding Co., LLC and its wholly owned and controlled subsidiaries (collectively, “Holding Company”) to use such trademarks, service marks and trade names. Pursuant to the Amendment, the parties have further amended the License Agreement to extend the term of the License Agreement until the earlier of (i) the initial release date of the thirtieth motion picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) the seventh anniversary of the effective date of the License Agreement. Spielberg Entity also agreed to amend its sublicense agreement with Holding Company for the rights granted in the License Agreement to reflect the extended term of the License Agreement.

Mr. Spielberg is the beneficial owner of more than 5% of the Company’s outstanding Class A Common Stock. Spielberg Entity and Amblin Films are entities wholly owned and controlled by Mr. Spielberg.

The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 3 to the License Agreement attached hereto as Exhibit 99.1, which is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits:

 

Exhibit No.

   

Description

2.1    Amendment No. 3 to License Agreement entered into on December 18, 2014 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg.

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.

 

    DreamWorks Animation SKG, Inc.
Date: December 23, 2014     By:   /s/ Robert A. Kelly
      Robert A. Kelly
      Assistant Secretary
 EX-2.1 2 d840897dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

AMENDMENT NO. 3 TO LICENSE AGREEMENT

This Amendment No. 3 to License Agreement (this “Amendment”) is entered into as of December 18, 2014 by and among, on the one hand, DreamWorks Animation LLC, a Delaware limited liability company with offices at 1000 Flower Street, Glendale, California 91201 (“DWA”), and, on the other hand, DW II Management, Inc., a Delaware corporation with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (“Spielberg Entity”), and Steven Spielberg, an individual with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (“Spielberg”).

A. DWA, Spielberg Entity and Spielberg are parties to that certain License Agreement dated January 1, 2009, as amended, pursuant to which DWA licensed to Spielberg Entity certain trademarks (the “License Agreement”).

B. The parties now wish to amend the License Agreement to extend the Term as set forth in this Amendment.

THEREFORE, the parties hereby agree as follows:

 

  1. Section 3(a) of the License Agreement is hereby amended to read as follows:

“The Term of this License Agreement shall commence on the Effective Date and, unless terminated sooner pursuant to Paragraph 3(b), shall continue thereafter until the first to occur of (i) the initial Release Date of the thirtieth (30th) Motion Picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) the seventh (7th) anniversary of the Effective Date.”

 

  2. Spielberg Entity shall amend the Holding Company Sublicense to conform to the amendment set forth in Section 1 above.

 

  3. Except as expressly provided in this Amendment, the License Agreement remains in full force and effect. The License Agreement, as amended by this Amendment, constitutes the entire agreement with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Amendment as of the date first above written.

 

DW II Management, Inc.     DREAMWORKS ANIMATION LLC
By:       /s/ Steven Spielberg     By:       /s/ Andrew Chang
Name:           Steven Spielberg     Name:       Andrew Chang
Position:         Position:       General Counsel

 

STEVEN SPIELBERG
    /s/ Steven Spielberg

 

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