-----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, T41h+PtwLQKOdCPIjJZuZ9yoPcT+iGdgwV4QVM3pm6FNxE15njiu3+z7YQfPuTz7 XtHV5qzpFO8U1dkHeb5/bA== 0001011438-00-000654.txt : 20001213 0001011438-00-000654.hdr.sgml : 20001213 ACCESSION NUMBER: 0001011438-00-000654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000912 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IWERKS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000830404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 954439361 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22558 FILM NUMBER: 787581 BUSINESS ADDRESS: STREET 1: 4540 WEST VALERIO ST CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188417766 MAIL ADDRESS: STREET 1: 4540 WEST VALERIO ST CITY: BURBANK STATE: CA ZIP: 91505 8-K 1 0001.txt 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): September 12, 2000 IWERKS ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-22558 95-4439361 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4520 West Valerio Street Burbank, California 91505-1045 (Address of Principal Executive Offices) (818) 841-7766 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS The Registrant and U.S. Stock Transfer Corporation (the "Rights Agent") entered into a Rights Agreement Amendment dated as of September 12, 2000 (the "Amendment") to that certain Rights Agreement dated as of May 22, 1995, as amended by Amendment to Rights Agreement dated July 15, 1997 and as further amended on July 16, 1999 (as amended, the "Rights Agreement") between the Registrant and the Rights Agent. The Amendment provides that no party to the Securities Purchase Agreement (as defined below) shall become an Acquiring Person (as defined in the Amendment) as a result of entering into, performing the terms of, or consummating the transactions contemplated by (i) that certain Securities Purchase Agreement, dated as of September 20, 2000, as the same may be amended from time to time (the "Securities Purchase Agreement"), among the Registrant and Landmarc Leisure Corporation Limited, an S. Kumars group company, incorporated under the Companies Act, 1956, or (ii) any other agreements entered into in connection with the Securities Purchase Agreement (collectively, the "Ancillary Agreements"). The Amendment further provides that a Distribution Date (as defined in the Rights Agreement) shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Securities Purchase Agreement or the Ancillary Agreements, or (ii) the consummation of the transactions contemplated by the Securities Purchase Agreement or the Ancillary Agreements or the performance of the terms of the Securities Purchase Agreement or the Ancillary Agreements. The Registrant and the Rights Agent entered into an additional Rights Agreement Amendment dated as of October 24, 2000 (the "Additional Amendment") to the Rights Agreement. The Additional Amendment provides that S. Kumars (Investments) Limited, UK ("Kumars") is an exempt person under the Rights Agreement to the extent Kumars does not increase its aggregate beneficial ownership of the Registrant's common stock after October 24, 2000 (other than as contemplated by the Securities Purchase Agreement). Except as expressly amended by the Amendment and the Additional Amendment, the Rights Agreement remains in full force and effect in accordance with its terms. A copy of the Amendment and the Additional Amendment are filed as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by this reference. Page 2 ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. The following exhibits are filed with the report on Form 8-K: Exhibit 4.1 Rights Agreement Amendment dated as of September 12, 2000 between Iwerks Entertainment, Inc. and U.S. Stock Transfer Corporation Exhibit 4.2 Rights Agreement Amendment dated as of October 24, 2000, between Iwerks Entertainment, Inc. and U.S. Stock Transfer Corporation Page 3 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. December 11, 2000 IWERKS ENTERTAINMENT, INC. By: /S/ JEFF DAHL ------------------------------ Jeff Dahl Chief Financial Officer Page 4 EXHIBIT INDEX EXHIBITS PAGE NUMBER 4.1 Rights Agreement Amendment dated as of September 12, 2000, 6 between Iwerks Entertainment, Inc. and U.S. Stock Transfer Corporation 4.2 Rights Agreement Amendment dated as of October 24, 2000, 8 between Iwerks Entertainment, Inc. and U.S. Stock Transfer Corporation Page 5 EX-4 2 0002.txt EXHIBIT 4.1 EXHIBIT 4.1 RIGHTS AGREEMENT AMENDMENT Rights Agreement Amendment, dated as of September 12, 2000 (this "Amendment"), to the Rights Agreement dated as of May 22, 1995, as amended on July 15, 1997 and on July 16, 1999 (the "Rights Agreement"), between Iwerks Entertainment, Inc., a Delaware corporation (the "Company") and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent"). The Company and the Rights Agent have heretofore executed and delivered the Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. In consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: ""Acquiring Person" shall mean (i) any Person (as hereinafter defined) who is an Adverse Person (as hereinafter defined), or (ii) any Person who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, shall, subsequent to the Declaration Date, become the Beneficial Owners (as hereinafter defined) of 15% of more of the shares of Common Stock then outstanding, but shall not include (x) an Exempt Person (as hereinafter defined) or (y) any Person who becomes a Beneficial Owner solely because (1) of a change in the aggregate number of shares of Common Stock outstanding since the last date on which such Person acquired Beneficial Ownership of any shares of Common Stock, or (2) it acquired such Beneficial Ownership in the good faith belief that such acquisition would not (A) cause such Beneficial Ownership to exceed 15% of the shares of Common Stock then outstanding (or, in the case of Heartland Advisors, Inc., the percentage Heartland Advisors, Inc. may hold without ceasing to be an Exempt Person) and such Person relied in good faith in computing the percentage of its Beneficial Ownership on publicly filed reports or documents of the Company which are inaccurate or out-of-date, or (B) otherwise cause a Distribution Date or the adjustment provided for in Section 11 to occur. Notwithstanding clause (y) of the prior sentence, if any Person that is not an Acquiring Person because of the operation of such clause (y) does not reduce its Beneficial Ownership of shares of Common Stock to 15% or less (or, in the case of Heartland Advisors, Inc., the percentage Heartland Advisors, Inc. may hold without ceasing to be an Exempt Person) by the close of business on the fifth Business Day after notice from the Company (the date of notice being the first day) that such Person's Beneficial Ownership of Common stock so exceeds 15% (or, in the case of Heartland Advisors, Inc., the percentage Heartland Advisors, Inc. may hold without ceasing to be an Exempt Person), such Person shall, at the end of such five Business Day period, become an Acquiring Person (and clause (y) shall no longer apply to such Person). For purposes of this definition, the determination whether any Person acted in "good faith" shall be conclusively determined by the Board of Directors, acting by a vote of those directors of the Company whose approval would be required to redeem the Rights under Section 24. Notwithstanding anything in this Rights Agreement, no party to the Securities Purchase Agreement (as defined below) nor any officer, director, stockholder or partner of any party to the Securities Purchase Agreement or their respective Affiliates or Associates, or any other Person, shall become Page 6 an "Acquiring Person" as the result of entering into, performing the terms of, or consummating the transactions contemplated by (x) the Securities Purchase Agreement, dated on or about September 12, 2000, as the same may be amended from time to time (the "Securities Purchase Agreement"), among the Company and Landmarc Leisure Corporation Limited, an S. Kumars group company, incorporated under the Companies Act, 1956, or (y) any other agreement entered into in connection with the Securities Purchase Agreement (collectively, the "Ancillary Agreements")." 2. Section 3(a) of the Rights Agreement is amended by adding a new sentence as the final sentence thereto, which shall read in its entirety as follows: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Securities Purchase Agreement or the Ancillary Agreements, or (ii) the consummation of the transactions contemplated by the Securities Purchase Agreement or the Ancillary Agreements; or (iii) the acquisition by Heartland Advisors, Inc. of Beneficial Ownership of Common Stock in an amount less than or equal to 30% of the then outstanding Common Stock." 3. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 5. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. IWERKS ENTERTAINMENT, INC. By: /S/ JEFF DAHL ------------------------------ Title: Chief Financial Officer U.S. STOCK TRANSFER CORPORATION By: /S/ RICHARD C. BROWN ------------------------------ Title: Vice President Page 7 EX-4 3 0003.txt EXHIBIT 4.2 EXHIBIT 4.2 RIGHTS AGREEMENT AMENDMENT Rights Agreement Amendment, dated as of October 24, 2000 (this "Amendment"), to the Rights Agreement dated as of May 22, 1995, as amended on July 15, 1997, on July 16, 1999 and on September 12, 2000 (the "Rights Agreement"), between Iwerks Entertainment, Inc., a Delaware corporation (the "Company") and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent"). The Company and the Rights Agent have heretofore executed and delivered the Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. In consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: ""Acquiring Person" shall mean (i) any Person (as hereinafter defined) who is an Adverse Person (as hereinafter defined), or (ii) any Person who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, shall, subsequent to the Declaration Date, become the Beneficial Owners (as hereinafter defined) of 15% of more of the shares of Common Stock then outstanding, but shall not include (x) an Exempt Person (as hereinafter defined) or (y) any Person who becomes a Beneficial Owner solely because (1) of a change in the aggregate number of shares of Common Stock outstanding since the last date on which such Person acquired Beneficial Ownership of any shares of Common Stock, or (2) it acquired such Beneficial Ownership in the good faith belief that such acquisition would not (A) cause such Beneficial Ownership to exceed 15% of the shares of Common Stock then outstanding (or, in the case of S Kumars (Investments) Limited, UK, the percentage S Kumars (Investments) Limited, UK may hold without ceasing to be an Exempt Person) and such Person relied in good faith in computing the percentage of its Beneficial Ownership on publicly filed reports or documents of the Company which are inaccurate or out-of-date, or (B) otherwise cause a Distribution Date or the adjustment provided for in Section 11 to occur. Notwithstanding clause (y) of the prior sentence, if any Person that is not an Acquiring Person because of the operation of such clause (y) does not reduce its Beneficial Ownership of shares of Common Stock to 15% or less (or, in the case of S Kumars (Investments) Limited, UK, the percentage S Kumars (Investments) Limited, UK may hold without ceasing to be an Exempt Person) by the close of business on the fifth Business Day after notice from the Company (the date of notice being the first day) that such Person's Beneficial Ownership of Common stock so exceeds 15% (or, in the case of S Kumars (Investments) Limited, UK, the percentage S Kumars (Investments) Limited, UK may hold without ceasing to be an Exempt Person), such Person shall, at the end of such five Business Day period, become an Acquiring Person (and clause (y) shall no longer apply to such Person). For purposes of this definition, the determination whether any Person acted in "good faith" shall be conclusively determined by the Board of Directors, acting by a vote of those directors of the Company whose approval would be required to redeem the Rights under Section 24. Notwithstanding anything in Page 8 this Rights Agreement, no party to the Securities Purchase Agreements (as defined below) nor any officer, director, stockholder or partner of any party to the Securities Purchase Agreements or their respective Affiliates or Associates, or any other Person, shall become an "Acquiring Person" as the result of entering into, performing the terms of, or consummating the transactions contemplated by (x) the Securities Purchase Agreement, dated on or about September 12, 2000, as the same may be amended from time to time (the "Securities Purchase Agreement"), among the Company and Landmarc Leisure Corporation Limited, an S. Kumars group company, incorporated under the Companies Act, and/or S. Kumars International Inc., an S. Kumars group company, incorporated under the Companies Act No. 57 of 1984 as amended by the Mauritines Offshore Business Activities Act No. 18 of 1992, or (y) any other agreement entered into in connection with the Securities Purchase Agreements (collectively, the "Ancillary Agreements")." 2. The definition of "Exempt Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: "Exempt Person" shall include (i) the Company, (ii) any Subsidiary (as hereinafter defined) of the Company, (iii) any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock which was organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan, and (v) S Kumars (Investments) Limited, UK; provided, that if after the date hereof the aggregate Beneficial Ownership of Common Stock of S Kumars (Investments) Limited, UK increases (other than as contemplated by the Securities Purchase Agreement), then S Kumars (Investments) Limited, UK shall no longer be deemed to be an Exempt Person. Notwithstanding any other provision hereof, a reduction in the aggregate number of shares of Common Stock outstanding subsequent to the later of the Record Date and the last date on which S Kumars (Investments) Limited, UK acquired Beneficial Ownership of any shares of Common Stock shall be deemed to cause an increase in the Beneficial Ownership of Common Stock of S Kumars (Investments) Limited, UK or to cause S Kumars (Investments) Limited, UK to cease to be an Exempt Person or to become an Acquiring Person. 3. Section 3(a) of the Rights Agreement is amended by adding a new sentence as the final sentence thereto, which shall read in its entirety as follows: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Securities Purchase Agreement or the Ancillary Agreements, or (ii) the consummation of the transactions contemplated by the Securities Purchase Agreement or the Ancillary Agreements; or (iii) prior to the consummation of the transactions contemplated by the Securities Purchase Agreement, the acquisition by S Kumars (Investments) Limited, UK of Beneficial Ownership of Common Stock in an amount less than or equal to 25% of the then outstanding Common Stock." 4. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 6. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, Page 9 covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. IWERKS ENTERTAINMENT, INC. By: /S/ JEFF DAHL ------------------------- Title: Chief Financial Officer U.S. STOCK TRANSFER CORPORATION By: /S/ RICHARD C. BROWN ------------------------- Title: Vice President Page 10 -----END PRIVACY-ENHANCED MESSAGE-----