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): February 13, 2019
Premier Exhibitions, Inc.
(Exact name of Registrant as Specified in Charter)
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FLORIDA (State or Other Jurisdiction |
000-24452 (Commission |
20-1424922 (I.R.S. Employer
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3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071 (Address of Principal Executive Offices) (Zip Code) | ||
(404) 842 - 2600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”).
On June 14, 2018, the Company and certain of its subsidiaries, Arts and Exhibitions International, LLC, a Florida limited liability company, Premier Exhibition Management LLC, a Florida limited liability company, Premier Exhibitions NYC, Inc., a Nevada corporation, Premier Merchandising, LLC, a Delaware limited liability company, Premier Exhibitions International, LLC, a Delaware limited liability company, Dinosaurs Unearthed Corp., a Delaware corporation, DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia, and RMS Titanic, Inc., a Florida corporation, solely for certain purposes (collectively, the “Sellers”) entered into an asset purchase agreement (as amended on September 14, 2018 and February 13, 2019, the “Asset Purchase Agreement”) with Premier Acquisition Holdings LLC, a Delaware limited liability company (“Buyer”), pursuant to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Sellers pursuant to Sections 363 and 365 of the Bankruptcy Code, the terms of which were previously announced and more fully described in the Current Reports filed with the Securities and Exchange Commission (the “SEC”) on Form 8-K on June 18, 2018 and September 18, 2018. On October 19, 2018, the Bankruptcy Court entered an order approving the Asset Purchase Agreement and authorizing the transactions contemplated thereby. On December 21, 2018, the United States District Court for the Eastern District of Virginia (the “Admiralty Court”) entered an order approving the Asset Purchase Agreement and authorizing the sale of 100% of RMS Titanic, Inc.’s stock to the Buyer as set forth in the Asset Purchase Agreement and the Admiralty Court approval order.
On February 13, 2019 the Sellers and Buyer closed the transactions contemplated by the Asset Purchase Agreement (the “Closing”). On that date, the Company received cash consideration totaling approximately $11,156,202, net of $500,000 that was deposited in escrow for post-closing adjustments and the payment of certain obligations pursuant to the Asset Purchase Agreement, and the assumption by the Buyer of certain liabilities. With the Closing, the Company completed the disposition of substantially all of its assets.
Item 7.01 Regulation FD Disclosure.
Exchange Act Reports
The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the SEC. The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.
Additional Information Regarding the Chapter 11 Filing
Information about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related to the reorganization proceedings, is available through the Bankruptcy Court’s PACER/ECF website. Information contained on, or that can be accessed through, the Bankruptcy Court’s website is not part of this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
** Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A list of these Exhibits and Schedules is included after the signature pages to the Asset Purchase Agreement. The Company agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request.
SIGNATURE
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. | |||
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Date: February 14, 2019 |
By: | /s/Jerome Henshall | |
| Jerome Henshall | |||
| Chief Financial Officer | |||
Exhibit 2.1
Amendment NO. 2 to ASSET Purchase Agreement
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is made and entered into as of February 13, 2019, by and among (i) Premier Exhibitions, Inc., a Florida corporation (“Premier”), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company (“A&E”), (iii) Premier Exhibition Management LLC, a Florida limited liability company (“PEM”), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation (“Premier NYC”), (v) Premier Merchandising, LLC, a Delaware limited liability company (“Premier Merch”), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company (“PEI”), (vii) Dinosaurs Unearthed Corp., a Delaware corporation (“DU Corp.”) (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the “Debtor Sellers”); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia (“DinoKing”), (ix) RMS Titanic, Inc., a Florida corporation (“RMST”), solely for purposes of Article III, Article V, Article VII and Article VIII, and Premier Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”). The Debtor Sellers and DinoKing are collectively referred to herein as the “Sellers”. Each of the parties referred to above may be referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties executed that certain Asset Purchase Agreement, dated as of June 14, 2018, as amended as of September 13, 2018 (as amended, restated or otherwise modified, the “Asset Purchase Agreement”) pursuant to which Sellers desire to sell, and Purchaser desires to purchase, the business operated by the Sellers, consisting of the business development and touring of permanent and traveling exhibitions of historic and educational artifacts;
WHEREAS, the Parties now wish to further amend the Asset Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to such terms in the Asset Purchase Agreement.
2. Amendment. The definition of “Excluded Assets” set forth in Section 1.1(b) of the Asset Purchase Agreement is hereby amended as follows:
(a) Section 1.1(b)(xiv) of the Seller Disclosure Letter is hereby amended by adding the following item thereto:
“Any licenses registered in the name of any Seller with the Federal Communications Commission, including Business Radio Station WQTA611 licensed to Premier Exhibitions, Inc.”
3. Other. Except as set forth in this Amendment, all terms, provisions, agreements and conditions set forth in the Asset Purchase Agreement shall remain in full force and effect and enforceable by the Parties in accordance with their terms. Any reference to the “Agreement” as defined in the Asset Purchase Agreement shall mean the Agreement as amended hereby. This Amendment may be executed simultaneously in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Amendment, to the extent signed and delivered by means of a facsimile machine or other means of electronic transmission (including by Portable Document Format), shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
[Signature pages follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.
SELLERS:
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PREMIER EXHIBITIONS, INC.
By: _/s/ Daoping Bao________________ Name: Daoping Bao Title: President
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PREMIER EXHIBITION MANAGEMENT, LLC, by Premier Exhibitions, Inc., its Managing Member
By: _/s/ Daoping Bao________________ Name: Daoping Bao Title: President
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ARTS AND EXHIBITIONS INTERNATIONAL, LLC
By: Premier Exhibition Management,
By: Premier Exhibitions, Inc., its
By:_ _/s/ Daoping Bao________________ Name: Daoping Bao Title: President |
PREMIER EXHIBITIONS INTERNATIONAL, LLC, by Premier Exhibitions, Inc., its Managing Member
By: _/s/ Daoping Bao________________ Name: Daoping Bao Title: President
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PREMIER EXHIBITIONS NYC, INC.
By:_ _/s/ Daoping Bao________________ Name: Daoping Bao Title: President
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PREMIER MERCHANDISING, LLC, by Premier Exhibitions, Inc., its Managing Member
By: _/s/ Daoping Bao________________ Name: Daoping Bao Title: President
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DINOKING TECH, INC.
By: _/s/ Daoping Bao________________ Name: Daoping Bao Title: President |
DINOSAURS UNEARTHED CORP.
By: _/s/ Daoping Bao_______________ Name: Daoping Bao Title: President
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RMST:
RMS TITANIC, INC., solely for purposes of Article III, Article V, Article VII and Article VIII
By:_/s/ Daoping Bao________________ Name: Daoping Bing Title: President
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[Signature Page to Amendment No. 2 to Asset Purchase Agreement]
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PURCHASER:
PREMIER ACQUISITION HOLDINGS LLC
By:_ _/s/ Gilbert Li________________ Name: Gilbert Li Title: Authorized Person
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[Signature Page to Amendment No. 2 to Asset Purchase Agreement]