0001104659-20-027939.txt : 20200302 0001104659-20-027939.hdr.sgml : 20200302 20200302165347 ACCESSION NUMBER: 0001104659-20-027939 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200209 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINN STEPHEN T CENTRAL INDEX KEY: 0000929212 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677752 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevate Entertainment Inc. CENTRAL INDEX KEY: 0001802887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677753 BUSINESS ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-301-4250 MAIL ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevate Acquisition Corp CENTRAL INDEX KEY: 0001802886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677754 BUSINESS ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-301-4250 MAIL ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mirasol Capital, LLC CENTRAL INDEX KEY: 0001804559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677755 BUSINESS ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-301-4250 MAIL ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevate Entertainment Partners LLC CENTRAL INDEX KEY: 0001804128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677756 BUSINESS ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-301-4250 MAIL ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevate Entertainment Holdings Inc. CENTRAL INDEX KEY: 0001804145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 20677757 BUSINESS ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-301-4250 MAIL ADDRESS: STREET 1: 4143 MAPLE AVENUE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 770 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015881815 MAIL ADDRESS: STREET 1: 770 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 3/A 1 a3a.xml 3/A X0206 3/A 2020-02-09 2020-02-19 0 0000276283 EVANS & SUTHERLAND COMPUTER CORP ESCC 0000929212 WINN STEPHEN T 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 0001802887 Elevate Entertainment Inc. 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 0001802886 Elevate Acquisition Corp 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 0001804559 Mirasol Capital, LLC 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 0001804128 Elevate Entertainment Partners LLC 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 0001804145 Elevate Entertainment Holdings Inc. 4143 MAPLE AVENUE, SUITE 400 DALLAS TX 75219 0 0 1 0 Common Stock, par value $0.20 per share 200000 D This Form 3 amendment is being filed to update the original Form 3 filed on February 19, 2020 with additional information provided by the Issuer and add additional Reporting Persons. Additionally, certain affiliates of Mr. Winn that qualify as indirect owners of the shares of the Issuer described in this Form 3 have now been issued CIKs by the SEC, and have been included as Reporting Persons in this Form 3 Amendment. Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Tender and Support Agreements (the "Tender and Support Agreements"), each dated as of February 9, 2020, by and among Elevate Entertainment Inc. ("Parent") and Elevate Acquisition Corporation ("Merger Sub"), on the one hand, and each of Peter R. Kellogg, Cynthia K. Kellogg Revocable Trust, Bermuda Partners LP, Stuart Sternberg, David Bateman, Paul Dailey, Kirk Johnson, Larry Pierce and Jonathan Shaw (each, a "Shareholder") representing an aggregate of 7,017,362 shares of the Issuer beneficially owned by the Shareholders. The Tender and Support Agreements were entered into in connection with the Agreement and Plan of Merger, dated February 9, 2020, by and among Parent, Merger Sub and the Issuer. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders in the Tender and Support Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock underlying the Tender and Support Agreements. Represents an aggregate of 200,000 shares of the Issuer held directly by Seren Capital, Ltd., a Texas limited partnership and an affiliate of Stephen T. Winn, and does not represent any shares covered by the Tender and Support Agreements. STEPHEN T. WINN /s/ Stephen T. Winn 2020-03-02 ELEVATE ENTERTAINMENT INC. /s/ Jeb Terry Jr. Title: President and Chief Executive Officer 2020-03-02 ELEVATE ACQUISITION CORPORATION /s/ Jeb Terry Jr. Title: President and Chief Executive Officer 2020-03-02 MIRASOL CAPITAL, LLC, by /s/ Jeb Terry Jr. Title: Managing Director 2020-03-02 ELEVATE ENTERTAINMENT PARTNERS LLC by /s/ Jeb Terry Jr. Title: President and Chief Executive Officer 2020-03-02 ELEVATE ENTERTAINMENT HOLDINGS INC. by /s/ Jeb Terry Jr. Title: President and Chief Executive Officer 2020-03-02