-----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, SMBakK8WeNQeMFjpDmthqbqahtRjgDiKpPsBGsQkQG2USCPupxHtxJb1Hfiva2CF 1SUrq9bzz+NILsw2i+ELRA== 0000068813-95-000034.txt : 19951002 0000068813-95-000034.hdr.sgml : 19951002 ACCESSION NUMBER: 0000068813-95-000034 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950928 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTIMEDIA INC CENTRAL INDEX KEY: 0000068813 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 570173540 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06265 FILM NUMBER: 95576872 BUSINESS ADDRESS: STREET 1: 305 SOUTH MAIN ST STREET 2: P O BOX 1688 CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8032984373 MAIL ADDRESS: STREET 1: PO BOX 1688 CITY: GREENVILLE STATE: SC ZIP: 29602 10-Q/A 1 Securities and Exchange Commission WASHINGTON, D.C. 20549 FORM 10-Q/A __X__QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 For the transition period from _____ to _____ Commission file number 0-6265 MULTIMEDIA, INC. (Exact name of registrant as specified in its charter) South Carolina 57-0173540 - ------------------------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 305 South Main Street, Greenville, South Carolina 29601 - ------------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 298-4373 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing require- ments for the past 90 days. Yes X No --- --- The number of shares outstanding for each of the issuer's classes of common stock, as of June 30, 1995: Common Stock, $.10 par value 37,865,078 shares outstanding PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K: (a) Exhibits: 10.6.5. 1995 Amendment to Contract for Services. Portions of this exhibit have been omitted and are the subject of a request made to the United States Securities and Exchange Commission for confidential treatment. 10.23. Form of Multimedia, Inc. Management Committee Employment Contract by and between the Registrant and each of its Executive Officers.* 11. Computation of Primary and Fully Diluted Earnings per Share.* 15. Independent accountants' report re unaudited interim financial information.* 19. Report to Shareholders for the quarter ended June 30, 1995.* 27. Financial Data Schedule.* * Filed with the original report on Form 10-Q for the quarterly period ended June 30, 1995. (b) Reports on Form 8-K. Items reported on Form 8-K dated July 24, 1995. Item 5. Other Events. 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. Multimedia, Inc. ------------------------------------- (Registrant) September 28, 1995 SIGNATURE APPEARS HERE ------------------------ -------------------------------------- (Date) Robert E. Hamby, Jr. Senior Vice President Finance & Administration Chief Financial Officer September 28, 1995 SIGNATURE APPEARS HERE ------------------------ ------------------------------------- (Date) Frederick G. Lohman Vice President - Controller EX-10 2 EXHIBIT 10.6.5 OPTION AGREEMENT THIS AGREEMENT is entered into by and between Multimedia Entertainment, Inc. ("Multimedia") and Phillip J. Donahue ("Donahue"). WHEREAS, by 1994 Amendment to Contract for Services, Multi- media agreed to offer Donahue the right to buy a [DELETION*] interest in the equity of The Talk Channel, now known as "NewsTalk Television", (referred to herein as the "NewsTalk Channel" or the "Channel") [DELETION*] ; and WHEREAS, such rights are made contingent upon the submission by Multimedia of a term sheet and are further conditioned as follows: Such rights shall expire if written notice of Donahue's intent to exercise such option shall not be given within thirty (30) days following the submission of a term sheet setting forth the terms offered other poten- tial investors. [DELETION*] and WHEREAS, Multimedia has suspended its efforts to secure other investors for the NewsTalk Channel and has not conveyed its assets or business to a separate legal entity, however, Multime- dia has agreed with Donahue to eliminate the above quoted contin- gency and conditions and in lieu thereof to grant to Donahue an unconditional option to acquire a [DELETION*] equity interest in the NewsTalk Channel at such time as the assets and business of the NewsTalk Channel shall be conveyed and trans- ferred to a separate legal entity, including an interest in any earlier sale or disposition of the NewsTalk Channel as hereinaf- ter provided. NOW, THEREFORE, it is agreed that: 1. In lieu of the above quoted provisions of the 1994 Amendment to the contract for services between the parties, Multimedia grants to Donahue, an option to buy a [DELETION*] equity interest in the assets and business of the NewsTalk Channel when and if such assets and business are placed in a separate legal entity and, in connection therewith, it is agreed that: a. Multimedia agrees that, unless the NewsTalk Chan- nel is earlier sold or disposed of, it will place * The deleted material is deemed confidential commercial or financial information by Multimedia, Inc. and has been filed separately with the United States Securities and Exchange Commission. the assets and business of the Channel in a sepa- rate legal entity no later than [DELETION*] . b. Multimedia shall retain complete discretion as to the type and all terms and provisions of the legal entity which may be formed to own and operate the NewsTalk Channel. Upon such transfer, all tangi- ble and intangible assets of Multimedia being used directly in the business of the Channel, and all licenses, leases and contracts directly used in the business of the Channel will be transferred to such legal entity. All liabilities of the Channel at such time will be transferred to and assumed by such legal entity, provided that Donahue shall not be required to assume personal responsibility for any such liability. 2. In the event that Multimedia sells or disposes of the Channel prior to the establishment of a separate legal entity as aforesaid, then Donahue shall be entitled to receive [DELETION*] of the net proceeds to Multimedia of any such sale or disposition, so as to give Donahue the same economic benefits from any such sale or disposition, as he would have received had he been a ** equity owner, provided, that if the Channel is disposed for consideration other than cash, then Multimedia reserves the right to pay Donahue cash, in an amount agreed to by the parties as equivalent to the value of the property Donahue otherwise would have received, in satisfaction and cancellation of Donahue's rights under this Agreement. If for any reason the parties shall be unable to reach agreement on such amount, the amount shall be determined by arbitration pursuant to the rules and regulations of the American Arbitration Association and by a single arbitrator appointed by such association. 3. Donahue agrees to pay Multimedia, as the purchase price of the ** equity interest in The Newstalk Channel, an aggregate of $ [DELETION*] , payable within 30 days of notice to Donahue that the Newstalk Channel has been placed in a separate legal entity, pursuant to Section 1 above or that Multimedia has agreed to sell or dispose of The Newstalk Channel pursuant to Section 2 above. In the event that the capital requirements of the Channel exceed $ [DELETION*] , then Donahue will be required to pay ** of such excess, within 30 days of call by Multimedia or by the separate legal entity then conducting the business of the Channel, in order to maintain his right to a ** equity interest as provided in 1 and 2 above; however, if Donahue elects not to pay ** of such excess, then Donahue's right to an equity interest shall be reduced or diluted accordingly. If at the time of a sale or disposition of the Channel by Multimedia, Donahue has not paid the full amounts for which he is obligated under this Section 3, then any unpaid amounts shall be charged against Donahue's share of the amount resulting from of such sale or disposition. * The deleted material is deemed confidential commercial or financial information by Multimedia, Inc. and has been filed separately with the United States Securities and Exchange Commission. ** [DELETION*] 2 4. This Agreement shall not constitute a partnership between the parties. Donahue shall not be allocated, for income tax purposes, any part of the income, loss, or other income tax items of the Channel's business, unless and until a separate legal entity is formed and a direct equity interest in such entity transferred to Donahue. 5. Until Multimedia places the assets and business of the Channel in a separate legal entity, all net revenues of the Channel, if any, shall be used for the capital requirements of the Channel and no distribution of net revenues shall be made to Multimedia or to Donahue. 6. Until the assets of The Newstalk Channel have been placed in a separate legal entity and Donahue purchases a ** equity interest in such entity, this Agreement shall survive any sale, merger, consolidation, or any other business combination involving Multimedia and shall be fully assignable by Multimedia in connection therewith. Donahue shall not be entitled to assign the option or other rights granted to him hereunder prior to the purchase of an equity interest in such separate legal entity except with Multimedia's written consent, which consent shall not unreasonably be withheld. 7. The terms of this Agreement shall supersede Section 5 of the parties' 1994 Amendment to Contract for Services and such Section shall have no further force or effect. IN WITNESS WHEREOF, this Agreement is executed this 3RD day of MAY , 1995. Multimedia Entertainment, Inc. By:/s/Robert E. Hamby, Jr. ------------------------------- /s/ Phillip J. Donahue ---------------------------------- Phillip J. Donahue * The deleted material is deemed confidential commercial or financial information by Multimedia, Inc. and has been filed separately with the United States Securities and Exchange Commission. ** [DELETION*] 3 -----END PRIVACY-ENHANCED MESSAGE-----