-----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, SBkwDBgsKhn6LhDUj0hz9SGzr/ebfnCZuEiHbJdixnvCIJiJfGFDtnfCxJlF3mJt OSkUNzdv0WfxUjDmmLYpKQ== 0001231742-04-000287.txt : 20040416 0001231742-04-000287.hdr.sgml : 20040416 20040416114534 ACCESSION NUMBER: 0001231742-04-000287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040412 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 20040416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATION PRODUCTS INC CENTRAL INDEX KEY: 0000725929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 840916299 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11882 FILM NUMBER: 04737428 BUSINESS ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 BUSINESS PHONE: 3032782725 MAIL ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 8-K 1 doc1.txt 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): April 12, 2004 Telecommunication Products, Inc. (Exact name of Registrant as specified in its charter) Colorado 0-11882 4-0916299 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 9171 Wilshire Boulevard, Suite B Beverly Hills, California 90210 ----------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (310)281-2571 ITEM 5. OTHER EVENTS AND REG. FD DISCLOSURE On April 12, 2004, through our wholly-owned subsidiary, we entered into a Marketing and Services Agreement with InnNovations Multimedia Systems Inc. to provide digital programming services. EXHIBIT INDEX Number Exhibit Description 10.1 Marketing and Services Agreement between the Registrant and InnNovations Multimedia Systems Inc. dated April 12, 2003. 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. TELECOMMUNICATION PRODUCTS, INC. Date: April 16, 2004 /s/ Robert C. Russell ---------------------------- Name: Robert C. Russell Title: Chief Executive Officer EX-10.1 3 doc2.txt Exhibit 10.1 MARKETING AND SERVICES AGREEMENT -------------------------------- BETWEEN: HOTEL MOVIE NETWORK INC., ("HMN"), 1030 S. MESA DRIVE, MESA, AZ. 85210 AND: INNNOVATIONS MULTIMEDIA SYSTEMS INC ("INNNOVATIONS") A WHOLLY OWNED SUBSIDIARY OF INTEGEN TECHNOLOGIES INC ("INTEGEN"), SUITE 444, 3553 31ST ST NW, CALGARY AB RE: REPRESENTATION OF HMN IN CANADA 1) REPRESENTATION AGREEMENT. InnNovations undertakes to be HMN's representative in Canada for the purposes of acquiring contracts for movie content and distributing this content to client hotels ("properties") of its parent corporation, Integen and its affiliates. 2) AFFILIATE AGREEMENT. HMN and InnNovations agree that the governing agreement with all properties shall be the HMN Affiliate Agreement, which will form the basis of generating income for both HMN and InnNovations. 3) INDEPENDENT HARDWARE SUPPLIER. HMN recognizes that Integen and/or its affiliate or subsidiary companies will be the supplier of hardware to all properties. Any contract or agreement for said hardware with any property is not affected by, or party to, any affiliate agreement between HMN and any property. 4) INSTALLATION OF A REPORTING STRUCTURE. InnNovations will work with HMN to establish a reporting structure for all properties and a spot audit procedure to enable HMN to verify InnNovations reporting. 5) COMMERCIAL PHASE. HMN is to provide InnNovations with commercial grade content, for a minimum of 5000 rooms which in turn will be installed at all properties and then progress to a pay-per-view mode of operation. In this phase content will be restricted to new video releases only pending certification of the system by the MPAA (Motion Picture Association of America). HMN is to provide assistance to InnNovations in order to understand this process. 6) FIRST RUN UPGRADE. Once certification has been granted, the content model will change to include first run movies (defined as still in theatres to not yet released on video). InnNovations will make the necessary hardware and software changes to all properties at its expenses. 7) MOVIE PRICING. HMN grants InnNovations license to establish pricing models. Revenue generated and reported to HMN by InnNovations will be billed directly to the property at the rate of 50% of gross proceeds. This percentage will only apply as long as the hotels in question take the Adult content along with the Movie content. 8) COMMISSION. HMN will pay InnNovations a percentage equal to five (5) percent of the gross movie receipts reported to HMN by InnNovations at each reporting period, once the commercial phase has commenced. This percentage will only apply as long as the hotels in question take the Adult content along with the Movie content. 9) REPORTING PERIOD. InnNovations undertakes to report usage data to HMN on the first business day of each month. HMN will pay commissions no less than five (5) working days from receipt of payment from said hotel. Should hotel not pay HMN then no commission will be paid for this billing period to InnNovations. InnNovations will make available to HMN access to the billing computer at the Hotel site for monthly accounting reviews. 10) CONTENT & ROYALTY DEPOSIT. InnNovations will collect a content and royalty deposit from all properties pursuant to a separate affiliate agreement. The deposit will remain with HMN for the duration of agreement. 11) CURRENCY. HMN and InnNovations agree that all transactions between the parties and properties will be in Canadian Funds. InnNovations, at its option, may choose to receive its commission in United States Funds. 12) CONTENT FORMAT. HMN will provide InnNovations at HMN's option content in a multiplexed MPEG-2 transport stream, consisting of a video stream at 4.5 Mb/s using 4:2:0 chroma compression interleaved with a stereo audio stream at 19.2 Kb/s, but with both channels carrying the same information. Or in the form of a VHS Video tape of super high quality or a DVD. AGREED THIS 12TH DAY OF APRIL 2004. FOR INNNOVATIONS FOR HOTEL MOVIE NETWORK, INC. /s/ Martin C. Alcock /s/ Paul D.H. LaBarre ____________________ ________________________ MARTIN C. ALCOCK, PAUL D. H. LABARRE, IT'S PRESIDENT IT'S PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----