10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
	For the transition period from           to

Commission file no. 1-14880

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in its charter)

British Columbia, Canada
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Brooksbank Avenue North Vancouver, British Columbia V7J 3S5 (604) 553-6700	2700 Colorado Avenue, Suite 200 Santa Monica, California 90404 (310) 449-9200

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code:

(604) 553-6700

Securities registered pursuant to Section 12(b) of the Act

Title of Class	Name of Exchange on Which Registered
Common Shares, without par value	Toronto Stock Exchange American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

      The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2003 (the last business day of the Company’s most recently completed second fiscal quarter) was approximately $272,955,431.

      As of June 22, 2004, 96,039,442 shares of the registrant’s no par value common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A and relating to its 2004 annual meeting of shareholders are incorporated by reference into Parts II and III.

EXPLANATORY NOTE

      We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2004 as filed with the Securities and Exchange Commission on June 29, 2004 solely to (a) add Exhibit 23.2, the consent of the independent auditor of a formerly consolidated subsidiary and (b) replace such auditors’ reports, which had previously been issued based on Canadian generally accepted auditing standards, with a report based on U.S. generally accepted auditing standards. Such new report is filed as Exhibit 99.1 and incorporated into Item 15 of this Form 10-K/ A. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-K/ A as Exhibits 31.1, 31.2, 32.1 and 32.2.

      There are no changes to amounts or disclosures in our consolidated financial statements previously filed on June 29, 2004 as part of our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

	Page
PART IV
Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K		3

2

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      (a) The following documents are filed as part of this report:

      1.     Financial Statements*

      The financial statements listed on the accompanying Index to Financial Statements are filed as part of this report at pages F-1 to F-55.

      2.     Exhibits

      The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.

      (b) Reports on Form 8-K:

•  Current Report on Form 8-K furnished on February 17, 2004 under Item 12 thereof the press release announcing financial results for the fiscal quarter ended December 31, 2003.

•  Current Report on Form 8-K/ A filed March 1, 2004 amending the Current Report on Form 8-K filed on December 30, 2003, which disclosed that on December 15, 2003 Lions Gate completed its acquisition of Film Holdings Co., the parent company of Artisan Entertainment Inc. This Current Report on Form 8-K/ A amends the Current Report on Form 8-K filed December 30, 2003 to include the financial statements required by Item 7 thereof.

•  Current Report on Form 8-K/ A filed March 2, 2004 including as Exhibit 23.1 the consent of PricewaterhouseCoopers LLP to provide certain financial information required by Item 7 of Form 8-K in the Current Report on Form 8-K/ A filed March 1, 2004.

      (d) The Auditors’ Report filed as Exhibit 99.1 is incorporated by reference herein.

*  Previously filed on June 29, 2004 as part of our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

3

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LIONS GATE ENTERTAINMENT CORP.

By:  /s/ JAMES KEEGAN

James Keegan

Chief Financial Officer

DATE: July 9, 2004

4

INDEX TO EXHIBITS

Exhibit
Number			Description of Documents
	2	.1(1)	Merger Agreement by and among Lions Gate Entertainment Corp., LGF Acquisition Corp. and Films Holding Co., dated as of October 24, 2003 (Lions Gate agrees to furnish supplementally a copy of the Schedules to the commission upon request).
	3	.1(2)	Articles of Incorporation
	3	.2(3)	Amendment to Articles of Incorporation to Provide Terms of the Series A Preferred Shares, dated as of December 20, 1999
	3	.3(4)	Amendment to Articles of Incorporation to Provide Terms of the Series B Preferred Shares, dated as of September 26, 2000
	3	.4(5)	Amendment to Articles of Incorporation to change the size of the Board of Directors, dated as of September 12, 2001
	3	.5(6)	Amendment to Articles of Incorporation to Alter Terms of the Series A Preferred Shares, dated as of September 10, 2003
	4	.1(2)	Trust Indenture between the company and CIBC Mellon Trust Company, dated as of April 15, 1998
	4	.2(3)	Warrant Indenture between the company and CIBC Mellon Trust Company, dated as of December 30, 1999
	4	.3(7)	Indenture dated as of December 3, 2003 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and J.P. Morgan Trust Company, National Association
	4	.4(7)	Form of 4.875% Convertible Senior Subordinated Notes Due 2010
	4	.5(7)	Form of Guaranty of 4.875% Convertible Subordinated Notes Due 2010
	10	.1(8)	Amended Employees’ and Directors’ Equity Incentive Plan
	10	.2(9)	Form of Incentive Plan Stock Option Agreement
	10	.3(10)	Registration Rights Agreement by and among the company, Mark Amin and Reza Amin, dated as of June 6, 2000
	10	.4(11)	Registration Rights Agreement by and between the company and ENT Holding Corporation, dated as of May 14, 2003
	10	.5(12)	Amended and Restated Unanimous Shareholders Agreement of CinéGroupe Corporation, dated as of July 10, 2001
	10	.6(13)	Employment Agreement between the company and Mark Amin, dated June 6, 2000
	10	.7(13)	Amendment to Employment Agreement between the company and Mark Amin
	10	.8*	Employment Agreement between the company and Marni Wieshofer, dated February 1, 2004
	10	.9(14)	Employment Agreement between the company and Jon Feltheimer, dated August 15, 2003
	10	.10*	Employment Agreement between the company and Steve Beeks for employment by Lions Gate Entertainment Inc., dated December 15, 2003
	10	.11(14)	Employment Agreement between the company and Michael Burns, dated September 1, 2003
	10	.12(13)	Assignment of Employment Agreement, dated June 5, 2003
	10	.13(9)	Employment Agreement between the company and James Keegan, dated April 16, 2002
	10	.14*	Employment Agreement between Artisan Entertainment Inc. and Greg Arvesen, dated October 4, 2000
	10	.15*	Amendment to Employment Agreement between Artisan Entertainment Inc. and Greg Arvesen, dated April 16, 2002
	10	.16*	Amendment to Employment Agreement between Artisan Entertainment Inc. and Greg Arvesen, dated December, 2002
	10	.17*	Amendment to Employment Agreement between Artisan Entertainment Inc. and Greg Arvesen, dated March 31, 2003
	10	.18(7)	Ignite, LLC and Lions Gate Films Inc. deal memo, dated February 15, 2001
	10	.19(12)	Amendment #2 dated May 13, 2002 to Ignite, LLC and Lions Gate Films Inc. deal memo, dated February 15, 2001
	10	.20(14)	Contribution Agreement between the Lions Gate Entertainment Inc. and Lions Gate Entertainment Corp., dated as of December 3, 2003

Exhibit
Number			Description of Documents
	10	.21(14)	Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of December 15, 2003 among Lions Gate Entertainment Corp., Lions Gate Entertainment Inc., the Guarantors referred to therein, the Lenders referred to therein, JP Morgan Chase Bank, JP Morgan Chase Bank (Toronto Branch), Fleet National Bank and BNP Paribas, dated as of December 15, 2003
	21	.1*	Subsidiaries of the Company
	23	.1*	Consent of Ernst & Young LLP, independent auditors of the company
	23	.2	Consent of Samson Bélair/Deloitte & Touche s.e.n.c.r.l., independent auditors of CinéGroupe Corporation
	24	.1*	Power of Attorney
	31	.1	CEO’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	CFO’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	CEO’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	CFO’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99	.1	Auditors’ Report of Samson Bélair/Deloitte & Touche s.e.n.c.r.l., independent auditors of CinéGroupe Corporation

* Previously filed on June 29, 2004 as an exhibit to the our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

(1)	Incorporated by reference to the company’s Current Report on Form 8-K as filed on December 30, 2003 (File No. 1-14880)
(2)	Incorporated by reference to the company’s Annual Report on Form 20-F for the fiscal year ended March 31, 1998 (File No. 000-27730).
(3)	Incorporated by reference to the company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2000 (File No. 000-27730).
(4)	Incorporated by reference to the company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001 (File No. 1-14880).
(5)	Incorporated by reference to the company’s Current Report on Form 8-K as filed on December 5, 2003 (File No. 1-14880).
(6)	Incorporated by reference to the company’s Shelf Registration Statement on Form S-3 under the Securities Act of 1933 dated September 25, 2003 (File No. 333-109101)
(7)	Incorporated by reference to the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001 (File No. 1-14880).
(8)	Incorporated by reference to the company’s Definitive Proxy Statement dated August 13, 2001 (File No. 1-14880).
(9)	Incorporated by reference to the company’s Registration Statement on Form S-2 under the Securities Act of 1933 dated April 30, 2003 (File No. 333-104836).

(10)	Incorporated by reference to the company’s Registration Statement on Form F-4 under the Securities Act of 1933 dated August 18, 2000 (File No. 333-12406).
(11)	Incorporated by reference to the company’s Registration Statement on Form S-2/ A under the Securities Act of 1933 dated May 16, 2003 (File No. 333-104836).
(12)	Incorporated by reference to the company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002 (File No. 1-14880).
(13)	Incorporated by reference to the company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003 as filed on June 30, 2003 (File No. 1-14880).
(14)	Incorporated by reference to the company’s Quarterly Report on Form 10-Q for the period ended December 31, 2003 (File No. 1-14880).

EX-23.2 2 v99690a1exv23w2.htm CONSENT OF DELOITTE & TOUCHE LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in these Registration Statements of Lions Gate Entertainment Corp. on Form S-8 (No. 333-9830, No. 333-12800, No. 333-107266 and No. 333-111022) and on Form S-3 and on Form S-3/A (No. 333-109101 and No. 333-114148), of our report dated July 7, 2004 (which report expresses an unqualified opinion and include an explanatory paragraph relating to the uncertainty of the Company’s ability to continue as a going concern and an explanatory paragraph stating the we reported separately to the shareholders on the consolidated financial statements for the year ended March 31, 2004 in accordance with Canadian generally accepted accounting principles and auditing standards) on the consolidated financial statements of Cinegroupe Corporation as of March 31, 2004 and 2003 and for the years ended March 31, 2004, 2003 and 2002 appearing in this Annual Report on Form 10-K/A of Lions Gate Entertainment Corp. for the year ended March 31, 2004.

/s/ SAMSON BÉLAIR/DELOITTE & TOUCHE s.e.n.c.r.l.

Montreal QC, Canada
July 9, 2004

EX-23.2

exv23w2

EX-31.1

Exhibit 31.1

Certification

I, Jon Feltheimer, certify that:

     1. I have reviewed this amended annual report on Form 10-K/A of Lions Gate Entertainment Corp. (the “Company”);

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

     4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

     5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 9, 2004	/s/ Jon Feltheimer
	Jon Feltheimer
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, James Keegan, certify that:

     1. I have reviewed this amended annual report on Form 10-K/A of Lions Gate Entertainment Corp. (the “Company”);

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

     4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

     5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 9, 2004	/s/ James Keegan
	James Keegan
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

          The undersigned, Jon Feltheimer, the Chief Executive Officer of Lions Gate Entertainment Corp. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that to the best of his knowledge:

                    (i) the Form 10-K/A of the Company (the “Report”) for the fiscal year ended March 31, 2004, fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and

                    (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 9, 2004	/s/ Jon Feltheimer
	Jon Feltheimer
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

          The undersigned, James Keegan, the Chief Financial Officer of Lions Gate Entertainment Corp. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that to the best of his knowledge:

                    (i) the Form 10-K/A of the Company (the “Report”) for the fiscal year ended March 31, 2004, fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and

                    (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 9, 2004	/s/ James Keegan
	James Keegan
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Samson Bélair/Deloitte &
Touche s.e.n.c.r.l.
1 Place Ville Marie
Suite 3000 Montreal QC
H3B 4T9 Canada Tel:
(514) 393-7115 Fax:
(514) 390-4109
www.deloitte.ca

Report of Independent Registered Chartered Accountants

To the Shareholders of
CinéGroupe Corporation

We have audited the accompanying consolidated balance sheets of CinéGroupe Corporation as of March 31, 2004 and 2003, and the related consolidated statements of loss, deficit and cash flows for each of the three years in the period ended March 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2004, in conformity with accounting principles generally accepted in Canada.

The accompanying consolidated financial statements for the year ended March 31, 2004 have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of $27,757,182 for the year ended March 31, 2004 and has an accumulated deficit of $30,964,277 at March 31, 2004, and, as discussed in Note 2 to the consolidated financial statements, the Company was granted an initial order from the Quebec Superior Court of Justice providing creditor protection under the Companies’ Creditors Arrangement Act. All of these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On May 28, 2004, we reported separately to the shareholders of the Company on the consolidated financial statements for the year ended March 31, 2004, prepared in accordance with Canadian generally accepted accounting principles. We conducted that audit in accordance with Canadian generally accepted auditing standards.

/s/ SAMSON BÉLAIR/DELOITTE & TOUCHE s.e.n.c.r.l.

Chartered Accountants

Montreal QC, Canada
July 7, 2004