-----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, QUqBLHpfdlWcyMO+S1qdI4ElsgUJAeU68v6qgVAEYIcIu1pUd13FZm46L5IriVrI +Np/G4YSdCAFspGtsk4Ufg== 0001144204-08-043620.txt : 20080804 0001144204-08-043620.hdr.sgml : 20080804 20080804144842 ACCESSION NUMBER: 0001144204-08-043620 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080729 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 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: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14234 FILM NUMBER: 08987717 BUSINESS ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 278-9975 MAIL ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 8-K/A 1 v121625_8ka.htm Unassociated Document
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 8-K/A
 
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  
Date of report (date of earliest event reported): July 29th, 2008

(Exact name of Registrant as specified in its charter)
 
 
 
 
 
DELAWARE
 
000-14234
 
95-3587522
(State of incorporation or
organization)
 
(Commission file number)
 
(I.R.S. employer identification
number)
 
 
 
 
 

468 N. Camden Drive
Beverly Hills, California
(Address of principal executive offices)
 
90210
(Zip code)

Registrant’s telephone number, including area code: 310-278-9975

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on December 27, 2007 by King’s Road Entertainment, Inc. (the “Company”) announcing the hiring of Sven Ebeling to serve as the Company’s Head of Production. At the time of Mr. Ebeling’s appointment, the terms and conditions relating to his employment were under negotiation.  The Production Services Agreement described in this Form 8-K/A is intended to regulate and provide compensation for Mr. Ebeling’s engagement as Head of Production for the Company.
 

On July 29, 2008, King’s Road Entertainment, Inc. (the “Company”) entered into a Production Services Agreement (the “PSA”) with West Coast Pictures, LLC (“WCP”). WCP owns approximately 37.1% of the outstanding shares of the Company’s common stock and has a proxy to vote another approximately 4.3% of the outstanding shares of the Company’s common stock. Sven Ebeling serves as both the Company’s Head of Production and as the manager of WCP. Monika Nosic is a director of the Company and a member of WCP.
 
Under the PSA, WCP will identify specific projects (“Projects”) it considers suitable for development by the Company, and if any of those Projects are accepted by the Company, the Company may engage WCP to develop such Projects. The Company may require WCP to provide or assist with all typical development and production tasks including but not limited to script development, budgeting, identifying key production personnel, casting and fund raising.

The Company has complete discretion to accept or reject any Project proposed for development by WCP. In addition, the Company may engage WCP to develop Projects already owned by the Company.

WCP will provide the Company with regular reports and updates on the Projects and consult with the Company in advance of any investment or expenditure. The Company will have the final right of approval of any expenditure of time or money on a Project. The Company may terminate WCP’s engagement on any Project at any time.

WCP will bill hours expended on Projects at a rate of $150 per hour, and the Company expects to pay WCP up to $30,000 per month for work on the Projects.

WCP made no guarantee in the PSA that any of the Projects will ultimately be produced.

WCP has agreed that any and all title and interest in the work performed by WCP on the Projects will be transferred to KRE for no additional compensation.
 
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See Explanatory Note and Item 1.01 above.

Item 9.01. Financial Statements and Exhibits. 
 
Exhibit No.
Description
   
10.1
Production Services Agreement between West Coast Pictures, LLC and King’s Road Entertainment, Inc.
 
 

 

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.
 
 
KINGS ROAD ENTERTAINMENT, INC.
  
   
 
Date: August 4, 2008
By:  
/s/ Philip Holmes
 
Philip Holmes, President/CEO
 


 

 
EX-10.1 2 v121625_ex10-1.htm
PRODUCTION SERVICES AGREEMENT
between
West Coast Pictures LLC (WCP”)
and
KINGS ROAD ENTERTAINMENT INC. (“KRE”)
(collectively the “Parties”)

Further to the SPA Addendum dated December 17, 2007 between the Parties, WCP agree, until further notice, to identify, develop and produce KRE film assets for the benefit of KRE as follows:

Identify Projects: WCP will identify specific film projects suitable for production by KRE and present these projects to KRE for acceptance.

Development & Production: Those projects accepted by KRE will be developed by WCP in a professional manner according to standards recognized in the film industry. KRE may require WCP to fulfill or assist in all typical development and producer tasks including but not limited to script development, budgeting, identifying key production personnel, casting and fund raising. This may include identifying other producers and partners required for completion of a project.

Reporting & Approvals: WCP will supply regular reporting and updates to those identified projects and consult with KRE in advance of any investment or expenditure to a third party. KRE will have the final right of approval of any expenditure of time or money in a project. KRE also reserve the right to terminate a project at any time.

Terms: WCP will bill hours expended on projects at a rate of $150 per hour. Payments to third parties will be billed at cost. Reasonable travel expenses will be refunded. The invoice will show the number of hours, amounts, travel and third party expenditure for each project. WCP will make every effort that all costs incurred will become part of the budget for the film and be refundable to KRE as part of the development or within the producer compensation for the film.

WCP makes no guarantee that any of the projects will ultimately be produced and the parties agree that no such authorized and billed expenditure is refundable to KRE if the project does not get produced.

The parties agree that WCP will be entitled to a mutually acceptable producer and/or production credit for the projects but that any and all title and interest in the work performed by WCP will be transferred to KRE for no additional compensation.

For the transfer of existing projects to KRE that WCP has been working on, the systematic of this agreement shall apply.

The parties agree that any conditions in this agreement that are invalid or impractical will not affect the validity of the agreement as a whole and that they will be replaced by conditions that most closely represent the spirit of this cooperation and the original intent of the replaced condition. The same will apply to omissions.



PRODUCTION SERVICES AGREEMENT - WCP / KRE
 
 
 
This agreement will be governed by the laws of California and the place of jurisdiction will be Los Angeles.


 
Pacific Palisades
 
Beverly Hills
West Coast Pictures LLC
 
Kings Road Entertainment Inc
By: /s/ Sven Ebeling
 
/s/ Philip Holmes

Name: Sven Ebeling
 
Name: Philip Holmes
Title: Principal
 
Title: CEO
 
 

 

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