-----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, EgVZ7GdrlE651Q2RvkD1UT7ooPGbae0kG95tr/7iyKTOUYHeG4gp/T+vI98EwlcT 0LtAAZvl50jljMUPgtxCfg== 0000912057-97-014458.txt : 19980423 0000912057-97-014458.hdr.sgml : 19980423 ACCESSION NUMBER: 0000912057-97-014458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970423 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICES ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000822935 STANDARD INDUSTRIAL CLASSIFICATION: 7841 IRS NUMBER: 521529536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17001 FILM NUMBER: 97589469 BUSINESS ADDRESS: STREET 1: 836 W TRENTON AVE STREET 2: STE 205 CITY: MORRISVILLE STATE: PA ZIP: 19067 BUSINESS PHONE: 2154281000 MAIL ADDRESS: STREET 1: 836 W TRENTON AVE CITY: MORRISVILLE STATE: PA ZIP: 19067 FORMER COMPANY: FORMER CONFORMED NAME: DATAVEND INC DATE OF NAME CHANGE: 19900401 8-K 1 FORM 8-K 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): April 23, 1997 ---------------------------- Choices Entertainment Corporation - - - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-17001 52-1529536 - - - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer Of Incorporation) File Number) Identification No.) 836 West Trenton Avenue, Morrisville, Pennsylvania 19067 - - - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 428-1000 - - - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. As previously reported, the Company and West Coast Entertainment Corporation ("West Coast") entered into an Asset Purchase Agreement, dated as of December 16, 1996, as amended (the "Agreement"), providing for the sale, transfer and assignment of substantially all of the Company's assets and business to West Coast (the "West Coast Transaction"). Under the Agreement, consummation of the West Coast Transaction is contingent upon a number of conditions, the satisfaction of which cannot be assured, including, among others, West Coast obtaining financing (as described in the Agreement) in an amount sufficient to enable it to consumate the West Coast Transaction and certain additional acquisitions. The Company has been advised by West Coast that West Coast has not yet obtained such financing, but that West Coast expects to obtain such financing sometime during the latter part of May, 1997. At the request of West Coast, the Company has agreed to amend the Agreement, to extend the termination date thereunder from a date no later than April 30, 1997, to a date no later than May 31, 1997. There can be no assurance that such financing will be obtained by May 31, 1997. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: Exhibit No. Description ------------ ---------------- 10(a) Second Amendment, dated as of April 23, 1997, to Asset Purchase Agreement, dated December 16, 1996, between West Coast Entertainment Corporation and the Company. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHOICES ENTERTAINMENT CORPORATION (Registrant) Date: April 28, 1997 By:/s/ Ronald W. Martignoni ------------------------------ Ronald W. Martignoni Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibit - - - ----------- ----------------------- 10(a) Second Amendment, dated April 23, 1997, to Asset Purchase Agreement, dated December 16, 1996, between West Coast Entertainment Corporation and the Company. (1) - - - -------------------- (1) Filed herewith EX-10 2 EX-10(A) Exhibit 10(a) SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT Second Amendment dated April 23, 1997 to Agreement made as of December 16, 1996 (as amended to date, the "Agreement") between West Coast Entertainment Corporation, a Delaware corporation with its principal office at One Summit Square, Suite 200, Route 413 & Doublewoods Road, Newtown, PA 19047-2313 (the "Buyer"), and Choices Entertainment Corporation, a Delaware corporation with its principal office at 836 West Trenton Avenue, Morrisville, Pennsylvania 19067 (the "Seller"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and the Buyer hereby agree to amend the Agreement as follows: 1. The last two sentences of Section 1.6 of the Agreement are hereby amended to read in their entirety as follows: "As used herein, "Termination Date" shall mean the earlier to occur of (x) the date which is 30 days after the date of closing of a public offering or private placement of Buyer's debt or equity securities to third parties, resulting in gross proceeds to the Buyer in an amount sufficient to enable the Buyer to consummate the transactions contemplated hereby and certain additional acquisitions (the "Offering"), and (y) May 31, 1997. The Buyer hereby covenants and agrees to use commercially reasonable efforts to consummate the Offering on or before May 31, 1997." 2. In all other respects, the Agreement is hereby ratified and confirmed. IN WITNESS WHEREOF, this Second Amendment is hereby executed as of the date set forth above. CHOICES ENTERTAINMENT CORPORATION By: /s/ Ronald W. Martignoni -------------------------------- Title: President WEST COAST ENTERTAINMENT CORPORATION By: /s/ Richard Kelly -------------------------------- Title:Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----