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): October 29, 2015
__________
Premier Exhibitions, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Florida | 000-24452 | 20-1424922 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia | 30326 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (404) 842-2600
| Not Applicable | ||
| (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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Introduction.
This Current Report on Form 8-K (this “Current Report”) is being filed in connection with the completion on November 1, 2015 (the “Closing”) of the previously announced proposed business combination contemplated by the Merger Agreement entered into as of April 2, 2015 (the “Merger Agreement”), by and among Premier Exhibitions, Inc., a Florida corporation (the “Company”), Dinoking Tech Inc., a company existing under the laws of the Province of British Columbia (“Dinoking”), 1032403 B.C. Ltd., a company existing under the laws of the Province of British Columbia and wholly-owned subsidiary of the Company (“Exchangeco”), and Mr. Daoping Bao and Ms. Nancy Brenner, the shareholders of Dinoking (the “Dinoking Shareholders”) (as described in the Merger Agreement, the “Merger” or the “Transaction”).
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
While the Company has not yet received notice from the Nasdaq Stock Market LLC (the “NASDAQ”), it expects that the Company’s listing application related to the Merger will be rejected based upon its failure to reach a trading price of at least $3.00 at the time of Closing. When the Company receives such notice, it intends to appeal the decision of NASDAQ.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the special meeting of shareholders of the Company held on October 29, 2015 (the “Special Meeting”), the Company’s shareholders approved various matters related to the Transaction. At the Special Meeting, 3,037,944 shares of the Company’s common stock entitled to vote were represented in person or by proxy. These shares represented a quorum. The matters presented to shareholders for vote at the Special Meeting and the voting tabulation for each such matter were as follows:
1: A proposal to approve an amendment to the Company’s Articles of Incorporation to create two classes of the Special Voting Shares to be issued to the Dinoking Shareholders.
| For | Against | Abstentions | Broker Non-Votes | |
| 2,838,924 | 195,459 | 3,561 | 0 |
2: A proposal to approve the issuance of shares of the Company’s common stock as consideration for the Merger, including the Merger Shares and the shares issuable upon the exchange of the Exchangeable Shares.
| For | Against | Abstentions | Broker Non-Votes | |
| 2,840,233 | 193,966 | 3,745 | 0 |
3: A proposal to approve the issuance of shares of the Company’s common stock potentially issuable as Future Contingent Payments.
| For | Against | Abstentions | Broker Non-Votes | |
| 2,524,159 | 510,041 | 3,744 | 0 |
4: A proposal to approve the issuance of shares of the Company’s common stock upon the conversion of the Note.
| For | Against | Abstentions | Broker Non-Votes | |
| 2,838,228 | 195,620 | 4,096 | 0 |
5: A proposal to permit the Company’s board of directors to adjourn the Special Meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the Special Meeting to approve any of the foregoing proposals.
| For | Against | Abstentions | Broker Non-Votes | |
| 2,806,727 | 229,592 | 1,625 | 0 |
Although the fifth proposal was approved, adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to approve all proposals.
Item 8.01. Other Events.
On October 30, 2015, the Company issued a press release announcing the results of the special meeting of shareholders. On November 2 2015, the Company issued a press release announcing the closing of the Transaction. A copy of the press releases are attached to this Current Report as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
The information set forth under this Item and Exhibits 99.1 and 99.2 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.
Forward Looking Statements
Portions of this Current Report constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995, as amended. Additional information about risk factors that could lead to material changes in the Company’s performance is contained in the Company’s filings with the SEC and may be accessed at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
Exhibits
| Exhibit No. | Description | |||
| 99.1 | Press Release, dated October 30, 2015 regarding results of shareholder special meeting. | |||
| 99.2 | Press Release, dated November 2, 2015 regarding transaction with Dinoking. | |||
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.
| Premier Exhibitions, Inc. | |||
| By: | /s/ Michael J. Little | ||
| Michael J. Little | |||
| Chief Financial Officer and Chief Operating Officer | |||
| Date: November 4, 2015 | |||
EXHIBIT 99.1
ATLANTA, Oct. 30, 2015 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (NASDAQ:PRXI) "Premier" or the "Company", a leading presenter of museum-quality touring exhibitions around the world, announced that, at a special meeting of shareholders on October 29, 2015, its shareholders voted in favor of all of the proposals presented to the meeting and necessary to approve the acquisition by the Company of the outstanding shares of Dinoking Tech Inc. ("Dinoking") through the issuance of Premier shares or shares exchangeable for Premier shares. The merger transaction is expected to formally occur in the next few days.
In addition, Premier shareholders approved the issuance of Premier shares by the Company in consideration of any future contingent payments owing to Dinoking shareholders (with a maximum cash value of up to US$8.6 million) if certain milestones are reached by Dinoking. The Premier common shares will be issued under and in accordance with the Merger Agreement or the Future Contingency Payments Agreement, as applicable, each dated as of April 2, 2015.
Pursuant to the Merger Agreement, upon the closing of the merger of the Company and Dinoking, the Company's board of directors will appoint Mr. Daoping Bao as the Executive Chairman of the Board, President and Chief Executive Officer of the Company.
About Premier Exhibitions, Inc.:
Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta, GA, is a major provider of museum quality exhibitions throughout the world and a recognized leader in developing and displaying unique exhibitions for education and entertainment. The Company's exhibitions present unique opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Exhibitions are presented in museums, exhibition centers and other entertainment venues. Additional information about Premier Exhibitions, Inc. is available at www.prxi.com.
About Dinoking Tech Inc.:
Dinoking Tech Inc. is a holding company operating under the name Dinosaurs Unearthed. Dinosaurs Unearthed, located in Richmond, British Columbia, Canada, is an industry-leading traveling exhibition company with a range of exhibition products designed and developed by its creative and innovative team of experts and scientific advisors. Exhibition products include Dinosaurs Unearthed, Dinosaurs Alive!, Extreme Dinosaurs, Xtreme BUGS!, and Creatures of the Deep. The company creates outstanding immersive guest experiences that are engaging, entertaining and grounded in current science. Since the company's launch in 2007, exhibitions have opened throughout North America, Australia, Asia, Europe and the Middle East, inspiring millions of guests in museums, science centers, zoos, amusement parks and other unique venues. Additional information about Dinosaurs Unearthed is available at www.dinosaursunearthed.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve certain risks and uncertainties. The actual results or outcomes of Premier Exhibitions, Inc. may differ materially from those anticipated. Although Premier Exhibitions, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, Premier Exhibitions, Inc. can provide no assurance that any of the forward-looking statements contained in this press release will prove to be accurate.
In light of the significant uncertainties and risks inherent in the forward-looking statements included in this press release, such information should not be regarded as a representation by Premier Exhibitions, Inc. that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, general economic conditions, uncertainty regarding the results of certain legal proceedings and competition. Forward-looking statements consist of statements other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "intend," "expect," "will," "anticipate," "estimate" or "continue" or the negatives thereof or other variations thereon or comparable terminology. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Premier Exhibitions, Inc. most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." Premier Exhibitions, Inc. does not undertake an obligation to update publicly any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
CONTACT: Investor Contact:
Michael J. Little
Interim President and Chief Executive Officer,
Chief Financial and Chief Operating Officer
(404) 842-2600
mlittle@prxi.com
EXHIBIT 99.2
ATLANTA, Nov. 2, 2015 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (NASDAQ:PRXI) ("Premier"), a leading presenter of museum-quality touring exhibitions around the world, announced that on November 1, 2015, it acquired the outstanding shares of Dinoking Tech Inc. ("Dinoking") through the issuance of Premier shares and shares exchangeable for Premier shares. Premier previously announced that its shareholders voted in favor of the transaction on October 29, 2015. On November 1, 2015, Premier executed all agreements necessary to close on its acquisition of the Dinoking shares effective that date.
On November 2, 2015, pursuant to the Merger Agreement, Premier's board of directors appointed Mr. Daoping Bao as the Executive Chairman of the Board, President and Chief Executive Officer of Premier, and each subsidiary of the company, as of the closing of the merger of Premier and Dinoking. Michael Little, who had served as Premier's Interim Chief Executive Officer, will continue to serve as Premier's Chief Financial Officer and Chief Operating Officer.
In addition, on November 2, 2015, the board of directors increased its size to seven and appointed four new directors to the board – Daoping Bao, Premier's new Chief Executive Officer, Michael Evans, a principal at Evans & Evans, an international investment banking firm, Sid Dutchak, Calgary based businessman with a background in corporate restructuring and public company management, and Mingcheng Tao, former Chief Executive Officer and director of BesTV Network Television Technology Development Co., Ltd.
About Premier Exhibitions, Inc.:
Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta, GA, is a major provider of museum quality exhibitions throughout the world and a recognized leader in developing and displaying unique exhibitions for education and entertainment. The Company's exhibitions present unique opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Exhibitions are presented in museums, exhibition centers and other entertainment venues. Additional information about Premier Exhibitions, Inc. is available at www.prxi.com.
About Dinoking Tech Inc.:
Dinoking Tech Inc. is a holding company operating under the name Dinosaurs Unearthed. Dinosaurs Unearthed, located in Richmond, British Columbia, Canada, is an industry-leading traveling exhibition company with a range of exhibition products designed and developed by its creative and innovative team of experts and scientific advisors. Exhibition products include Dinosaurs Unearthed, Dinosaurs Alive!, Extreme Dinosaurs, Xtreme BUGS!, Creatures of the Deep. The company creates outstanding immersive guest experiences that are engaging, entertaining and grounded in current science. Since the company's launch in 2007, exhibitions have opened throughout North America, Australia, Asia, Europe and the Middle East, inspiring millions of guests in museums, science centers, zoos, amusement parks and other unique venues. Additional information about Dinosaurs Unearthed is available at www.dinosaursunearthed.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve certain risks and uncertainties. The actual results or outcomes of Premier Exhibitions, Inc. may differ materially from those anticipated. Although Premier Exhibitions, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, Premier Exhibitions, Inc. can provide no assurance that any of the forward-looking statements contained in this press release will prove to be accurate.
In light of the significant uncertainties and risks inherent in the forward-looking statements included in this press release, such information should not be regarded as a representation by Premier Exhibitions, Inc. that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, changes in general economic conditions, uncertainty regarding the results of certain legal proceedings, competition, and changes in the law or in the enforcement of the law that restricts business operations or content use. Forward-looking statements consist of statements other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "intend," "expect," "will," "anticipate," "estimate," "opportunity," "potential" or "continue" or the negatives thereof or other variations thereon or comparable terminology. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Premier Exhibitions, Inc.'s most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." Premier Exhibitions, Inc. does not undertake an obligation to update publicly any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
CONTACT: Investor Contact:
Michael J. Little
Chief Financial and Chief Operating Officer
(404) 842-2600
mlittle@prxi.com