-----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, HQ7il3EHpMC0i+pzoWAVEUc8r9B9ieU7puLj33FZpdjMeJ3clIWNT8fpfEJ5dzKo HiyZirpXwPe2zAzbL6yVpA== 0000014280-98-000004.txt : 19980114 0000014280-98-000004.hdr.sgml : 19980114 ACCESSION NUMBER: 0000014280-98-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980113 ITEM INFORMATION: FILED AS OF DATE: 19980113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01768 FILM NUMBER: 98505754 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: STE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103422800 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 8-K 1 MARKETING SERVICES GROUP, INC. FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 13, 1998 MARKETING SERVICES GROUP, INC. ----------------------------- (Exact name of Registrant as specified in charter) Nevada 0-16730 88-0085608 ------ ------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 333 Seventh Avenue New York, New York 10001 ------------------------ (Address of Principal Executive Offices) 212/594-7688 ------------ (Registrant's telephone number, including area code) ITEM 5. Other Events - --------------------- On December 24, 1997, Marketing Services Group, Inc. (the "Company") and General Electric Capital Corporation ("GE Capital") entered into a Purchase Agreement (the "Purchase Agreement") providing for the purchase on that day by GE Capital of (i) 50,000 shares of Series D convertible preferred stock, par value $0.01 per share, of the Company (the "Convertible Preferred Stock"), and (ii) warrants (the "Warrants") to purchase up to 10,670,000 shares of Common Stock, all for an aggregate purchase price of $15,000,000. The Convertible Preferred Stock is convertible into shares of Common Stock at a conversion rate, subject to antidilution adjustments, which currently is equal to 88.31224, resulting in the beneficial ownership by GE Capital of 4,415,612 shares of Common Stock. On an as-converted basis, the Convertible Preferred Stock represents approximately 24% of the issued and outstanding shares of Common Stock. The Warrants are exercisable in November, 2001 and are subject to reduction or cancellation based on the Company's meeting certain financial goals set forth in the Warrants or upon occurrence of a qualified secondary offering, as defined. The Convertible Preferred Stock is convertible at the option of the holder at any time and at the option of the Company (a) at any time the current market price, as defined, equals or exceeds $8.75 per share, subject to adjustments, for at least 20 days during a period of 30 consecutive business days or (b) upon the occurrence of a qualified secondary offering, as defined. Dividends are cumulative and accrue at the rate of 6% per annum, adjusted upon event of default, payable quarterly. The Convertible Preferred Stock is mandatorily redeemable, if not previously converted, on the sixth anniversary of the original issue date and is redeemable at the option of the holder upon the occurrence of an Organic Change in the Company, as defined in the agreement. The Company shall use the net proceeds of the sale of the Convertible Preferred Stock and the Warrants to finance acquisitions approved by the purchaser, up to $1,000,000 for computer systems upgrades and up to $2,000,000 for payments on indebtedness to former owners of acquired subsidiaries. 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. MARKETING SERVICES GROUP, INC. Date: January 13, 1998 By: /s/ Scott Anderson - ---------------------- ------------------------------- Title: Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 10.1 Purchase Agreement dated as of December 24, 1997 by and between the Company and GE Capital (A) 10.2 Stockholders Agreement by and among the Company, GE Capital and certain existing stockholders of the Company, dated as of December 24, 1997. (A) 10.3 Registration Rights Agreement by and among the Company and GE Capital, dated as of December 24, 1997 (A) 10.4 Form of Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof for the Series D Convertible Preferred Stock (A) 10.5 Warrant, dated as of December 24, 1997, to purchase shares of Common Stock of the Company. (A) 20.1 Press release dated December 26, 1997 (B) 20.2 Press release dated January 6, 1998 (B) (A) Incorporated by reference to the Company's Schedule 13-D, filed by General Electric Capital Corporation, reporting an event occurring on December 24, 1997. (B) Filed herewith. EX-20 2 PRESS RELEASE EXHIBIT 20.1 PRESS RELEASE MARKETING SERVICES GROUP COMPLETES $15 MILLION PRIVATE FINANCING NEW YORK--December 26, 1997--Marketing Services Group, Inc. (Nasdaq:MSGI) Friday announced the closing of a $15 million private financing with a Fortune 50 company. Details will be made available the week of January 5. MSGI (formerly known as All-Comm Media) provides database marketing, custom telemarketing and telefundraising services, online consulting and Web design to more than 800 commercial and not-for-profit clients in the United States and Canada. The company operates through its wholly-owned subsidiaries, SD&A, Metro Direct and Pegasus Internet. Matters discussed in this release include forward looking statements that involve risks and uncertainties, and actual results may be materially different. Factors that could cause actual results to differ are stated in the company's reports to the Securities and Exchange Commission including its 10-Q for the period ended September 30, 1997 and its annual report on Form 10-K for the year ended June 30, 1997. Happy New Year! EX-20 3 PRESS RELEASE EXHIBIT 20.2 PRESS RELEASE MSGI RECEIVES $15 MILLION INVESTMENT FROM GE CAPITAL SERVICES Financing To Fund Acquisitions, Expand Technology NEW YORK--January 6, 1998--Marketing Services Group, Inc. (Nasdaq:MSGI), a marketing and information services industry leader, today announced that it has received a $15 million investment from GE Capital Services, a wholly-owned subsidiary of General Electric Company. The deal was closed on the evening of December 23, 1997. The $15 million investment translates into 50,000 shares of Series D convertible preferred stock which may be converted into common shares by either the holder or the issuer upon certain conversion provisions. The convertible preferred stock carries a 6% dividend per annum, payable in the stock of the company. Jim Brown, vice president of GE Capital Services' Equity Capital Group, will join MSGI's board in 1998, and GE Capital Services has the option of appointing an additional board member. As one of the most frequent users of direct marketing services in the world, the investment represents a strategic partnership for GE Capital Services. Under the terms of the transaction, a letter of intent was signed for MSGI to provide direct marketing services over a five-year time period to GE Capital and its affiliates. "We appreciate this vote of confidence from GE Capital Services," commented Jeremy Barbera, chairman, CEO and president of MSGI. "There are, of course, huge financial benefits: the capital infusion will allow us to make acquisitions -- such as the purchase last week of Media Marketplace, which basically doubled the size of our company -- and allows us to remain on the cutting edge of technology, which is the core of all our operations. But, the greatest benefit may turn out to be the support of an extraordinary entrepreneurial company, and our ability to collaborate on any number of programs and projects". William Blair & Company served as financial advisor in this transaction. "To their credit, William Blair spent several months working with us to locate the correct strategic investor, understanding that although MSGI had a market cap of under $100 million, we would soon break that threshold," noted Barbera. "We appreciate their belief in us and their commitment to helping us realize our potential". GE Capital Services, with assets of over US $227 billion, is a global, diversified financial services company with 27 specialized businesses. A wholly-owned subsidiary of General Electric Company, GE Capital Services, based in Stamford, CT, provides equipment management, mid market and specialized financing, specialty insurance and a variety of consumer services, such as car leasing, home mortgages and credit cards, to businesses and individuals around the world. MSGI provides direct marketing and database marketing, custom telemarketing and telefundraising, and online consulting and Web design to more than 900 commercial and not-for-profit clients in the United States and Canada. The company operates through its wholly-owned subsidiaries, SD&A, Metro Direct, Pegasus Internet and Media Marketplace. Matters discussed in this release include forward looking statements that involve risks and uncertainties, and actual results may be materially different. Factors that could cause actual results to differ are stated in the company's reports to the Securities and Exchange Commission including its 10-Q for the period ended September 30, 1997 and its annual report on Form 10-K for the year ended June 30, 1997. -----END PRIVACY-ENHANCED MESSAGE-----