-----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, JhvKPyMwkilbJ45vSJ+x9+YkQZzz6bKauKlYQ3XMXXFC1C20DMa/5oEklMAWbR/B 048nuMC+0bg5VT4yZf7HTQ== 0000950148-97-002971.txt : 19971126 0000950148-97-002971.hdr.sgml : 19971126 ACCESSION NUMBER: 0000950148-97-002971 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19971125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINGS ROAD ENTERTAINMENT INC CENTRAL INDEX KEY: 0000773588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 953587522 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-14234 FILM NUMBER: 97727968 BUSINESS ADDRESS: STREET 1: 1901 AVE OF THE STARS STE 1545 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105520057 MAIL ADDRESS: STREET 1: 1901 AVE OF THE STARS STREET 2: SUITE 1545 CITY: LOS ANGELES STATE: CA ZIP: 90067 10KSB/A 1 AMENDMENT 1 TO FORM 10-KSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended April 30, 1997 Commission File No. 0-14234 KINGS ROAD ENTERTAINMENT, INC. (Name of small business issuer in its charter) Delaware 95-3587522 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1901 Avenue of the Stars, Suite 1545 Los Angeles, California 90067 (Address of principal executive office) Issuer's telephone number: (310) 552-0057 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.01 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State issuer's revenues for its most recent fiscal year: $2.7 million. As of July 15, 1997, the aggregate market value of the voting stock held by non-affiliates (based on the closing sales price as reported by NASDAQ) was approximately $1,189,138 (assuming all officers and directors are deemed affiliates for this purpose). As of July 15, 1997 the registrant had 5,652,422 shares of its common stock outstanding. Documents Incorporated by Reference: None Transitional Small Business Disclosure Format: YES [ ] NO [X] 2 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRINCIPAL STOCKHOLDERS The following table sets forth certain information, as of July 15, 1997, concerning ownership of shares of Common Stock by each person who is known by the Company to own beneficially more than 5% of the issued and outstanding Common Stock of the Company:
Number of Percent of Name and Address of Beneficial Owner Shares Class - ------------------------------------ ------ ----- Estate of Stephen Friedman (1) 3,239,871 (2)(3) 57.3% c/o William Immerman, Executor 1999 Avenue of the Stars, Suite 1250 Los Angeles, CA 90067
- --------------- (1) Directors Susan Aguado and Kenneth Aguado are 50% and 25% beneficiaries, respectively, of the Friedman Estate. (2) Includes 100,000 shares owned by the Stephen J. Friedman Films, Inc. Employee Pension Plan of which Mr. Immerman is the trustee. (3) Includes 57,000 shares owned by SJF Productions Ltd. of which Mr. Immerman is the President of the general partner, Stephen J. Friedman Films, Inc. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of July 15, 1997, certain information concerning ownership of shares of Common Stock by each director of the Company and by all executive officers and directors of the Company as a group:
Name and Address of Directors or Number of Percent of Number of Persons in Group Shares Class -------------------------- --------- ---------- Susan Aguado 1,619,936 (1) 28.7% 235 Cleveland Drive Croton, NY 10520 Kenneth Aguado 831,843 (2) 14.7% 4309 Wilkinson Avenue Studio City, CA 91604 Martin Davidson 0 00.0% 1505 Viewsite Terrace Los Angeles, CA 90069 All Executive Officers and 2,485,179 44.0% Directors as a Group (4 persons)
- --------------- (1) Includes 1,619,936 shares representing 50% of the 3,239,871 shares beneficially owned by the Friedman Estate of which Mrs. Aguado is a 50% beneficiary. See "Principal Stockholders". (2) Includes 809,968 shares representing 25% of the 3,239,871 shares beneficially owned by the Friedman Estate of which Mr. Aguado is a 25% beneficiary. See "Principal Stockholders". 3 The Friedman Estate is currently the controlling shareholder of the Company and the distribution of its common stock to its beneficiaries will increase the common stock ownership of Susan Aguado and Kenneth Aguado by 1,619,936 and 809,968 shares, respectively. See "Principal Stockholders". In addition, as discussed above, the Company has entered into a non-binding letter of intent with Acquiror pursuant to which Acquiror may acquire control of the Company. (See "Item 6. - Management's Discussion and Analysis of Financial Position and Results of Operation"). Except as otherwise disclosed herein, the Company does not know of any arrangements, including any pledge of the Company's securities, the operation of which at a subsequent date may result in a change of control of the Company. -2- 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: November 24, 1997 KINGS ROAD ENTERTAINMENT, INC. By: /s/ Kenneth I. Aguado --------------------------- Kenneth I. Aguado Chief Executive Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----