0001144204-15-064908.txt : 20151112 0001144204-15-064908.hdr.sgml : 20151112 20151112201800 ACCESSION NUMBER: 0001144204-15-064908 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151030 FILED AS OF DATE: 20151112 DATE AS OF CHANGE: 20151112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER EXHIBITIONS, INC. CENTRAL INDEX KEY: 0000796764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 201424922 STATE OF INCORPORATION: FL FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-842-2600 MAIL ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: RMS TITANIC INC DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESPONSE MEDICAL INC /FL/ DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: CIP HOLDINGS INC DATE OF NAME CHANGE: 19930302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANDRA FORESTRY Ltd CENTRAL INDEX KEY: 0001658212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24452 FILM NUMBER: 151226585 BUSINESS ADDRESS: STREET 1: C/O PORTCULLIS TRUSTNET (BVI) LTD. STREET 2: P.O. BOX 3444 ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 85225260668 MAIL ADDRESS: STREET 1: C/O PORTCULLIS TRUSTNET (BVI) LTD. STREET 2: P.O. BOX 3444 ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 3 1 v424644_3.xml OWNERSHIP DOCUMENT X0206 3 2015-10-30 0 0000796764 PREMIER EXHIBITIONS, INC. PRXI 0001658212 MANDRA FORESTRY Ltd C/O PORTCULLIS TRUSTNET (BVI) LTD. P.O. BOX 3444 ROAD TOWN TORTOLA D8 00000 VIRGIN ISLANDS, BRITISH 0 0 0 1 MEMBER OF 10% OWNER GROUP Common Stock, $.0001 par value 781250 D The filing person is a party to a stockholders agreement dated April 2, 2015 among the filing person, each of the other Former Convertible Note Holders (as defined in Footnote 2 below), Mr. Daoping Bao and Ms. Nancy Brenner (as amended, the "Stockholders Agreement"). Under the Stockholders Agreement, one of the other parties to the agreement has the power to vote (and a right of first refusal with respect to) the filing person's and the other parties' equity securities of Premier Exhibitions, Inc. (the "Company"). In connection with the Merger Agreement entered into as of April 2, 2015, the Company also issued a convertible promissory note (the "Convertible Note") to Mr. Daoping Bao, as agent for the filing person and certain other lenders party to the Stockholders Agreement (collectively, the "Former Convertible Note Holders"). On October 30, 2015, the Convertible Note automatically converted into an aggregate total of 3,013,393 shares of the Company's common stock, of which only the shares issued to the filing person are listed in Table I above. On October 30, 2015, the number of shares beneficially owned, directly or indirectly, by the filing person and the other parties to the Stockholders Agreement, pursuant to the definition of beneficial ownership set forth in Securities Exchange Act Rules 13d-3 and 16a-1(a)(1), exceeded 10 percent of the total shares outstanding of the class. The filing person disclaims beneficial ownership of the shares beneficially owned by the other parties to the Stockholders Agreement except to the extent of his, her or its pecuniary interest therein. Exhibit 24 - Joint Filing Agreement and Power of Attorney /s/ Danielle Moore Burton, Attorney-in-Fact on behalf of Mandra Forestry Limited 2015-11-12 EX-24 2 v424644_ex24.htm JOINT FILING AGREEMENT AND POWER OF ATTORNEY

Exhibit 24

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, par value $0.0001 per share, of Premier Exhibitions, Inc. (the “Company”), a Florida corporation, of any and all forms, statements, reports, and/or documents required to be filed by such undersigned party under Section 13(d) and/or Section 16 of the Exchange Act (including any amendments, supplements, and/or exhibits thereto) with the U.S. Securities and Exchange Commission (the “SEC”) (and, if such security is registered on a national securities exchange or national securities association, also with such exchange or association as may be required by applicable laws, rules and regulations), and each undersigned party further agrees that this Joint Filing Agreement and Power of Attorney may be included as an Exhibit to such joint filing.

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Laing Henshall, Catherine Wade, Samuel Schlessinger, Emily Yuen, Danielle Moore Burton, Tina Bingham and Brian A. Wainger or any of them acting as the true and lawful attorney-in-fact and agent of such undersigned party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such undersigned party, place and stead, in any and all capacities to:

 

1.     execute any and all forms, statements, reports, and/or documents required to be filed by such undersigned party under Section 13(d) and/or Section 16 of the Exchange Act (including any and all amendments, supplements and/or exhibits thereto), for, in the name of, and on behalf of such undersigned party;

  

2.     do and perform any and all acts for, in the name of, and on behalf of such undersigned party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such forms, statements, reports, and/or documents, any and all such amendments, supplements, and/or exhibits thereto, and any and all other documents in connection therewith;

 

3.     file such forms, statements, reports, and/or documents, any and all such amendments, supplements, and/or exhibits thereto, and any and all other documents in connection therewith with the SEC (and, if such security is registered on a national securities exchange or national securities association, also with such exchange or association as may be required by applicable laws, rules and regulations); and

  

4.     perform any and all other acts that said attorney-in-fact or agents determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such undersigned party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as said attorney-in-fact and agents might or should do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

 

 

 

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Joint Filing Agreement and Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Joint Filing Agreement and Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms, statements, reports, and/or documents in accordance with Section 13(d) and/or Section 16 of the Exchange Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

 

[signature page follows]

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Joint Filing Agreement and Power of Attorney as of this 6th day of November, 2015.

 

  DAOPING BAO
     
  By: /s/ Daoping Bao
     
     
  HIGH NATURE HOLDING LIMITED
     
  By: /s/ Haiping Zou
  Name:  Haiping Zou
  Title:  President
     
     
  JIHE ZHANG
   
  By: /s/ Jihe Zhang
     
     
  LANGE FENG
     
  By: /s/ Lange Feng
     
     
  MANDRA FORESTRY LIMITED
     
  By: /s/ Zhang Songyi
  Name: Zhang Songyi
  Title:  Director
     
     
  NANCY BRENNER
     
  By: /s/ Nancy Brenner