-----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, MusDmsJGyZmBU7EWgMI8ZK6NEwcGiquP5F2DJUw2jH9ptcb/zNI2WWFatf0blbb7 9X4JZZjp4VK/1CkC2Gs9xg== 0000950117-96-001514.txt : 19961202 0000950117-96-001514.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950117-96-001514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961126 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL-COMM MEDIA CORP 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: 1934 Act SEC FILE NUMBER: 000-16730 FILM NUMBER: 96672590 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-342-28 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 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 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL GAMING CORP DATE OF NAME CHANGE: 19890518 8-K 1 ALL-COMM MEDIA CORPORATION 8-K 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: November 26, 1996 ALL-COMM MEDIA CORPORATION 400 Corporate Pointe, Suite 780 Culver City, California 90230 (310) 342-2800 Nevada 0-16730 88-0085608 (State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index on Page 4 ITEM 5. OTHER EVENTS. The Company and certain of its securityholders have agreed, conditioned on the closing of the Company's proposed underwritten public offering (the "Offering"), to effect a recapitalization of the Company's capital stock, whereby: (i) the Company's Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), will be converted, in accordance with its terms without the payment of additional consideration, into 2,480,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"); (ii) the Company's Series C Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred Stock") will be repurchased for $1.0 million from the proceeds of the Offering; (iii) all accrued dividends on the Series B Preferred Stock and the Series C Preferred Stock will be converted into 28,130 shares of Common Stock (assuming conversion on December 16, 1996 at $5 per share); (iv) warrants related to the Series C Preferred Stock, currently exercisable for 3,000,000 shares of Common Stock, will be exchanged for 600,000 shares of Common Stock; (v) agreements with certain of the Company's securityholders to issue, upon consummation of the Offering, warrants exercisable for 1,038,503 shares of Common Stock in consideration for such securityholders' agreement to certain lock-up arrangements will be rescinded at no cost to the Company; and (vi) options held by two of the Company's principal executive officers to purchase 300,000 shares of common stock will be cancelled at no cost to the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following exhibits are filed herewith: *10.1 Form of Series B Conversion Agreement *10.2 Form of Warrant Cancellation Agreement *10.3 Form of Series C Repurchase and Exchange Agreement *10.4 Form of Option Cancellation Agreement **10.5 Press Release dated November 26, 1996
- ------------ * Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form SB-2 filed on November 26, 1996. ** Filed herewith. -2- 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 thereunto duly authorized. ALL-COMM MEDIA CORPORATION (Registrant) Date: November 26, 1996 By: /s/ Scott Anderson _______________________________ Scott Anderson Chief Financial Officer -3- EXHIBIT INDEX
Exhibit Number Description Page ------ ----------- ---- 10.1 Form of Series B Conversion Agreement * 10.2 Form of Warrant Cancellation Agreement * 10.3 Form of Series C Repurchase and Exchange Agreement * 10.4 Form of Option Cancellation Agreement * 10.5 Press Release dated November 26, 1996 5
* Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form SB-2 filed on November 26, 1996. -4- EX-10 2 EXHIBIT 10.5 Exhibit 10.5 For Further Information: All-Comm Media Corporation The P.L. Thomas Group 400 Corporate Pointe, #780 2 North Riverside Plaza, #1760 Culver City, CA 90230 Chicago, IL 60606 (310) 342-2800 (312) 906-8060 CONTACT: Barry Peters/ CONTACT: Andy Keller E. William Savage FOR IMMEDIATE RELEASE ALL-COMM MEDIA ADDS NEW LEAD UNDERWRITER, INCREASES SIZE OF PROPOSED COMMON STOCK OFFERING AND ANNOUNCES RELATED RECAPITALIZATION CULVER CITY, CA, NOVEMBER 26, 1996 -- All-Comm Media Corporation (Nasdaq: ALCM) announced today that it had filed an amendment with the SEC to add a new lead underwriter and increase the size of its proposed common stock offering, and announced plans for a related recapitalization. Cruttenden Roth Incorporated will act as the lead manager for the proposed public offering. LT Lawrence & Co., Inc. will remain as a co-manager for the offering, according to Barry Peters, the Company's Chairman and Chief Executive Officer. The size of the underwritten offering has been increased to 2,100,000 shares (from 1,500,000 shares) of common stock, of which 1,750,000 shares are being offered by the Company and 350,000 shares are being offered by selling stockholders. Certain stockholders and the Company will also make shares available at the option of the underwriters to cover over-allotments, if any. The Company and certain of its securityholders have agreed, conditioned on the closing of the underwritten offering, to a recapitalization of the Company's capital stock, whereby: (i) the Company's Series B Preferred Stock will be converted, in accordance with its terms without the payment of additional consideration, into 2,480,000 shares of common stock; (ii) the Company's Series C Preferred Stock will be repurchased for $1 million; (iii) all accrued dividends on the Series B and Series C Preferred Stock will be converted into 28,130 shares of common stock (assuming conversion on December 16, 1996); (iv) warrants related to the Series C Preferred Stock, exercisable for 3,000,000 shares of common stock, will be exchanged for 600,000 shares of common stock; (v) agreements to issue warrants -5- exercisable for 1,038,503 shares of common stock will be rescinded at no cost to the Company; and (vi) options held by two of the Company's principal executive officers to purchase 300,000 shares of common stock will be canceled at no cost to the Company. Separately and not related to the underwriting, an additional 1,386,056 shares are being registered on behalf of certain stockholders, none of whom are officers or directors of the Company, for possible resale on a delayed basis in either privately negotiated transactions or through brokers or dealers or on the over-the-counter market. However, 1,291,588 of such shares will be subject to "lock-up" provisions that prohibit the resale of such shares for a minimum of nine months from the completion of the underwritten offering. Any offerings related to the registration statement, if made, will be made only by means of a prospectus. All-Comm Media Corporation provides database management services, custom telemarketing/telefundraising services and other direct marketing services to a diverse group of approximately 600 clients located throughout the United States. The Company operates through its wholly owned subsidiaries Metro Services Group, Inc. and Stephen Dunn & Associates. -------------------- A registration statement relating to these securities has been filed with the securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ## ## ## -6- -----END PRIVACY-ENHANCED MESSAGE-----