-----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, Q5ARk0C6+vtHFkRWjAyB8q5U2a1GksceasGIohZbIhetOzWjBSuXfvXLWnD1krkW te9C3LuDjSlvZTxPG6LoMQ== 0001179110-04-016090.txt : 20040809 0001179110-04-016090.hdr.sgml : 20040809 20040809170215 ACCESSION NUMBER: 0001179110-04-016090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040308 FILED AS OF DATE: 20040809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MALUGEN JOE T CENTRAL INDEX KEY: 0001234621 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24548 FILM NUMBER: 04962083 MAIL ADDRESS: STREET 1: 900N WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 ISSUER: 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: 0103 BUSINESS ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 4 1 edgar.xml FORM 4 - X0202 4 2004-03-08 0 0000925178 MOVIE GALLERY INC MOVI 0001234621 MALUGEN JOE T 282 LAKEPOINT ROAD ALFORD FL 32420 1 1 1 0 Chairman, CEO, President Common Stock 2004-03-08 4 J 0 46946 D 4644356 D Variable Contract 2004-03-08 4 J 0 46946 D Common Stock 0.0 D On 12/7/01, the reporting person entered into a variable stock purchase agreement (the "Agreement") with UBS Warburg LLC with respect to a maximim of 400,000 shares of common stock. The Agreement contemplates multiple specific transactions concerning tranches of shares of common stock. On 2/9/02, the reporting person entered into a specific transaction under the Agreement relating to a tranch of 56,167 shares of common stock (the "Base Amount") pursuant to which the reporting person became obligated to deliver on the third business day immediately following the Maturity Date (as defined below) a number of shares of common stock (or, at the option of the reporting person, the cash equivalent of such shares) based on the following: (a) If the closing price (the "Final Price") of the common stock on 3/8/04 (the "Maturity Date") is less than $16.1802 per share (the "Floor Price"), the reporting person will deliver 56,167 shares; (b) if the Final Price is less than or equal to 19.4162 per share (the "Cap Price") but greater than or equal to the Floor Price, the reporting person will deliver a number of shares equal to the Floor Price/Final Price x 56,167; (c) if the Final Price is greater than the Cap Price, the reporting person will deliver a number of shares equal to ((Floor Price + (Final Price - Cap Price))/Final Price x 56,167. In consideration for the foregoing, the reporting person received $808,826. The reporting person pledged the amount of shares of common stock equal to the Base Amount to secure his obligation under the Agreement. The closing price of the common stock on the Maturity Date was $19.71. Accordingly, the reporting person delivered, pursuant to the terms of the specific transaction under the Agreement, 46,946 shares of common stock on 3/11/04. The reporting person was not obligated to deliver the remaining shares that were part of the Base Amount and subject to the specific transaction under the Agreement, and therefore retained those shares. S. Page Todd, as Attorney-in-fact 2004-08-09 -----END PRIVACY-ENHANCED MESSAGE-----