-----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, PJThFB30Xd4zS/+auZNNdzxeGCAYKOZrM+qhGnX5gNzJ8bOF+7DxOzR9m7kb78Sg V4eCaamW/QwgjOjz2/ZLjQ== 0000912057-97-018978.txt : 19980423 0000912057-97-018978.hdr.sgml : 19980423 ACCESSION NUMBER: 0000912057-97-018978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970529 ITEM INFORMATION: FILED AS OF DATE: 19970529 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: 97615772 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 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): May 29, 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 now expects to obtain such financing sometime during June, 1997. At the request of West Coast, the Company has agreed to amend the Agreement, to further extend the termination date thereunder from a date no later than May 31, 1997, to a date no later than June 30, 1997. There can be no assurance that such financing will be obtained by June 30, 1997. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: Exhibit No. Description ----------- ----------- 10(a) Third Amendment, dated as of May 29, 1997, to Asset Purchase Agreement, dated as of 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: May 29, 1997 By:/s/ Ronald W. Martignoni ------------------------------ Ronald W. Martignoni Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibit - - - ----------- ---------------------- 10(a) Third Amendment, dated as of May 29, 1997, to Asset Purchase Agreement, dated as of December 16, 1996, between West Coast Entertainment Corporation and the Company. (1) - - - ------------------ (1) Filed herewith EX-10.(A) 2 EX-10(A) Exhibit 10(a) THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT Third Amendment dated as of May 29, 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) June 30, 1997. The Buyer hereby covenants and agrees to use commercially reasonable efforts to consummate the Offering on or before June 30, 1997." 2. In all other respects, the Agreement is hereby ratified and confirmed. IN WITNESS WHEREOF, this Third 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-----