-----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, O8eEaPYye87o8qbx29O47/HL4Hqj2rVpKnwR1gv2qkB/3C9uEcX875vPHfIr7Xf7 QytUw2oyzaAcoNoHjQqQlg== 0001144204-09-012920.txt : 20090310 0001144204-09-012920.hdr.sgml : 20090310 20090310102130 ACCESSION NUMBER: 0001144204-09-012920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090303 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090310 DATE AS OF CHANGE: 20090310 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14234 FILM NUMBER: 09668072 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 1 v142377_8k.htm
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): March 3, 2009


(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))
 
 
 
 
 
Item 3.02 Unregistered Sales of Equity Securities.
 
On March 3, 2009, Kings Road Entertainment, Inc. (the “Company”) issued an aggregate of 9,235,000 shares of the Company’s common stock to certain persons and entities for: (i) performance bonuses, (ii) acquisition costs related to film projects other outstanding debt and (iii) compensation for services provided to the Company.
 
The Company issued 2.8 million shares as performance bonuses.  Philip Holmes, the Company’s President and Chief Executive Officer and a director of the Company, received 1,100,000 shares of this amount, while Sven Ebeling, the Company’s Head of Production and Manager of the Company’s principal shareholder, West Coast Pictures LLC (“WCP”), received 1,300,000 shares.
 
The Company issued 5,685,000 million shares to certain persons and entities in consideration of $124,400 of acquisition costs related to film projects incurred by such parties as well as other outstanding debt owed to such parties.  WCP received 2,785,000 shares of this amount and ISBC GmbH (“ISBC”), a company managed by Philip Holmes, received 2,320,000 shares.
 
In addition, the Company issued 500,000 shares to certain current and former directors for past services to the Company and issued 250,000 shares to various service providers in consideration of $7,725 of services provided to the Company.
 
The Company’s issuance of the aforementioned shares was exempt from registration pursuant to Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, as the issuance did not involve a public offering.
 
 
 
 
 

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: March 9, 2009
By:
/s/ Philip Holmes  
   
Name: Philip Holmes
  
   
Title: Chief Executive Officer
  
       
 
 
 
 
 
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