-----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, Sj9GDVJXXWSoZ1QMBSX/eUzr79oYj9zek3cAI9NWyIprPrGBrdoqg28BUKohQOjm H9n6kPKA/VlvqE9BgI/oWg== 0000944209-96-000072.txt : 19960619 0000944209-96-000072.hdr.sgml : 19960619 ACCESSION NUMBER: 0000944209-96-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960605 ITEM INFORMATION: Other events FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVIE GALLERY INC CENTRAL INDEX KEY: 0000925178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 631120122 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24548 FILM NUMBER: 96582358 BUSINESS ADDRESS: STREET 1: 739 W MAIN ST CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 739 W MAIN ST CITY: DOTHAN STATE: AL ZIP: 36301 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-K ------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 Date of Report (Date of earliest event reported) June 5, 1996 COMMISSION FILE NUMBER 0-24548 MOVIE GALLERY, INC. (Exact name of registrant as specified in its charter) DELAWARE 63-1120122 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 739 WEST MAIN STREET, DOTHAN, ALABAMA 36301 (Address of principal executive offices) (Zip Code) (334) 677-2108 (Registrant's telephone number, including area code) _________________________________________________________________________ (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On June 5, 1996, Movie Gallery, Inc. ("Movie Gallery") entered into an Agreement of Merger (the "Agreement") with Home Vision Entertainment, Inc. ("Home Vision") pursuant to which a wholly-owned subsidiary of Movie Gallery will be merged into Home Vision and the shareholders of Home Vision will receive shares of Movie Gallery Common Stock pursuant to a formula set forth in the Agreement. At the closing, Movie Gallery will issue $18.5 million in value of its Common Stock (the "Initial Issuance") which will be valued based upon a formula which is related to the average of the last reported sale prices of Movie Gallery Common Stock for the 15 trading days immediately prior to the closing of the merger. The shares of Common Stock issued in the Initial Issuance are subject to adjustment to reflect the actual liabilities and available cash of Home Vision at the closing. The closing is subject to numerous conditions precedent, including, but not limited to, completion of due diligence, treatment of the merger for accounting purposes as a "pooling" and completion of certain regulatory procedures. While Movie Gallery anticipates that the merger will close within the next 30 days there can be no assurance that the transaction will be consummated. Home Visions owns and operates 55 video specialty stores in Maine, New Hampshire and Massachusetts. 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. MOVIE GALLERY, INC. Date: June 17, 1996 /s/ J. Steven Roy ------------------------------------ J. Steven Roy, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----