-----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, Gd+TdXWaGXpiy7n3Wpy1t4E36/I/2SsKo/sf0OKwGpCKDuzT++TGG/5xrGJJOqVN VXh/T4iCFVJ5PHbCgSftSw== 0000950148-96-002099.txt : 19960925 0000950148-96-002099.hdr.sgml : 19960925 ACCESSION NUMBER: 0000950148-96-002099 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960924 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINEMASTAR LUXURY THEATERS INC CENTRAL INDEX KEY: 0000931085 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 330451054 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46487 FILM NUMBER: 96633922 BUSINESS ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 BUSINESS PHONE: 6196302011 MAIL ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 FORMER COMPANY: FORMER CONFORMED NAME: NICKELODEON THEATER CO INC DATE OF NAME CHANGE: 19941128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CINEMASTAR LUXURY THEATERS INC CENTRAL INDEX KEY: 0000931085 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 330451054 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 BUSINESS PHONE: 6196302011 MAIL ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 FORMER COMPANY: FORMER CONFORMED NAME: NICKELODEON THEATER CO INC DATE OF NAME CHANGE: 19941128 SC 13E4/A 1 SCHEDULE 13E-4 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ISSUER TENDER OFFER STATEMENT SCHEDULE 13E-4 (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 4) CinemaStar Luxury Theaters, Inc. (Name of Issuer) CinemaStar Luxury Theaters, Inc. (Name of Person(s) Filing Statement) Redeemable Warrants Expiring on February 6, 2000 (Title of Class of Securities) 172-44-C-11-1 (CUSIP Number of Class of Securities) Ronald P. Givner, Esq. Jeffer, Mangels, Butler & Marmaro LLP 2121 Avenue of the Stars Los Angeles, California 90067 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) September 24, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee
- ----------------------------------------------------------------------------- Transaction Valuation Amount of Filing Fee $35,437,500* $7,087.50 - paid - -----------------------------------------------------------------------------
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the */ The Redeemable Warrants are being modified to allow for the exercise at $4.50* per Redeemable Warrant for one share of Common Stock and one Class B Warrant. Pursuant to Rule 457(g), the filing fee is based on the market price for the Common Stock ($7.50) as determined by Rule 457(c) and Rule 0-11(a)(4), times 4,735,000 Redeemable Warrants. * Estimated for purposes of calculating the filing fee. 2 offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. CinemaStar Luxury Theaters, Inc. Form SB-2 Registration Statements (333-4422) filed May 3, 1996 and Form SB-2 Registration Statement (33-86716). -2- 3 ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is: CinemaStar Luxury Theaters, Inc. ("CinemaStar"). The address of the issuer's principal executive office is 431 College Boulevard, Oceanside, California 92057. (b) Redeemable Warrants to purchase Common Stock expiring on February 6, 2000 and currently exercisable at $6.00 per underlying share (the "Redeemable Warrants"). There are 4,725,000 Redeemable Warrants outstanding, none of which are held by officers or directors of CinemaStar. Additional Redeemable Warrants would be issued upon exercise of the Representative's Warrants issued in the initial public offering. This Schedule 13E-4 relates to temporarily reducing the exercise price of the Redeemable Warrants to $3.50 and issuing one Class B Warrant upon exercise of each Redeemable Warrant. See in general Exhibit A hereto, the Prospectus of CinemaStar dated September 24, 1996 (the "Prospectus"), particularly the section "The Offer" and "Description of Securities". (For information on the Common Stock, Redeemable Warrants and Class B Warrants, the information in the Prospectus under "Description of Securities" is hereby incorporated herein by reference.) (c) The information from the section captioned "Market Prices" in the Prospectus concerning the principal market in which the Redeemable Warrants are traded is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Not applicable. (b) Not applicable. ITEM 3. PURPOSE OF THE TENDER OFFICE AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. Information concerning the purpose of the subject tender offer and the planned disposition of the securities is incorporated herein by reference to the section captioned "The Offer - Purpose of the Offer" in the Prospectus. Except as described in the Prospectus, there are no present plans or proposals which relate to or would result in: (a) The acquisition of additional securities of CinemaStar or the disposition of securities of CinemaStar; (b) An extraordinary corporate transaction, such as a liquidation, involving CinemaStar or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of CinemaStar or any of its subsidiaries; (d) Any change in the present Board of Directors or management of CinemaStar, including, but not limited to, any plans or proposals to change the number or the terms of directors, to fill any existing vacancy on the Board or to change any material term of the employment contract of any executive officer; -3- 4 (e) Paying dividends or changing the dividend policy or indebtedness or capitalization of CinemaStar; (f) Any other material change in CinemaStar, its corporate structure or business; (g) Changing CinemaStar's Articles of Incorporation or By-Laws or taking other actions which might impede the acquisition of control of CinemaStar by any person; (h) Causing a class of equity security of CinemaStar to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) Causing a class of equity security of CinemaStar to become eligible for termination of registrant pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Causing the suspension of CinemaStar's obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1933, as amended. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Neither CinemaStar nor, to the best knowledge of CinemaStar, any of the executive officers or directors of CinemaStar or its subsidiaries, or any associate of any of the foregoing, has engaged in any transactions involving the Redeemable Warrants during the 40 business days prior to the date hereof except as set forth in the section captioned "The Offer - Recent Transaction" in the Prospectus which is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Neither CinemaStar nor, to the best knowledge of the CinemaStar, any of its executive officers, directors or affiliates is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the tender offer with respect to securities of the CinemaStar which would require disclosure under applicable rules and regulations of the Securities Exchange Act of 1934, as amended. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Information concerning persons retained or employed to make solicitations in connection with the subject tender offer is incorporated herein by reference to the section captioned "The Offer - Solicitation of Tenders" in the Prospectus. ITEM 7. FINANCIAL INFORMATION. (a) See the Financial Statements in the Prospectus which are hereby incorporated herein by reference. See also the information in the Prospectus under the headings "Prospectus Summary - Summary Financial Data" and "Market Prices" incorporated herein by reference. (b) Not applicable. -4- 5 ITEM 8. ADDITIONAL INFORMATION. (a) Neither the CinemaStar nor, to CinemaStar's knowledge, any of its executive officers, directors or affiliates is a party to any present or proposed contract, arrangement, understanding or relationship between then and the CinemaStar that is material to a decision by holders of Redeemable Warrants to accept or reject the tender offer. Other than the information contained in the Preliminary Prospectus, there is no additional material information which is necessary to make the above requirement statements, in light of the circumstances under which they were made, not materially misleading. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)-1 The Prospectus, dated September 24, 1996 to Registration Statement on Form SB-2 (File No. 333-4422)(1). (a)-2 Letter to Holders of Redeemable Warrants.* (a)-3 Letters to Brokers, et al.* (a)-4 Letter to Clients.* (a)-5 Notice of Guaranteed Delivery.* (a)-6 Class B Warrant Agreement (with form of certificate attached).* (a)-7 Warrant Solicitation Agreement with Form of Warrant. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) See Exhibit (a)-1. _______________________________ * Filed herewith. (1) Incorporated by reference to the Rule 424(b)(3) Prospectus dated September 24, 1996 to Registration Statement 333-4422 on Form SB-2. (2) Incorporated by reference to Exhibit 4.6 to Amendment No. 3 to Registration Statement No. 333-422 on Form SB-2. -5- 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 24, 1996 CINEMASTAR LUXURY THEATERS, INC. By: /s/ John Ellison, Jr. ------------------------------- John Ellison, Jr. President -6- 7 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- (a)-1 The Prospectus, dated September 24, 1996, filed under Rule 424(b)(3) to Registration Statement on Form SB-2 (File No. 333-4422) (a)-2 Letter to Holders of Redeemable Warrants (a)-3 Letter to Brokers, et al. (a)-4 Letter to Clients (a)-5 Notice of Guaranteed Delivery (a)-7 Warrant Solicitation Agreement with Form of Warrant
-7- EX-2 2 LETTER TO HOLDERS OF REDEEMABLE WARRENTS 1 Exhibit (a)-2 [CINEMASTAR LUXURY THEATERS, INC. Stationary] September 24, 1996 Dear Redeemable Warrantholder: As part of a plan to raise additional capital, CinemaStar Luxury Theaters, Inc. (the "Company") has temporarily reduced the price at which each of its outstanding Redeemable Warrants (the "Warrants") may be exercised and to also offer Class B Redeemable Warrants upon exercise along with the Common Stock already provided for. From the date hereof until October 25, 1996, unless the offer (the "Offer") is extended, the exercise price of each of the outstanding Redeemable Warrants has been reduced to $3.50 per Warrant, and upon the tender and exercise of each Redeemable Warrant, the holder will receive one share of Common Stock and one Class B Warrant. The Offer is not conditioned upon the tender and exercise of a minimum number of Redeemable Warrants. Upon the conclusion of the Offer, the exercise price of each Redeemable Warrant will revert to $6.00 until February 6, 2000, the expiration date of the Redeemable Warrants, with each Warrant exercisable for only one share of Common Stock and no Class B Redeemable Warrants. I urge you to consider carefully this opportunity to exercise your Redeemable Warrants pursuant to the Offer. The Offer affords Redeemable Warrantholders the opportunity to make an equity investment in the Company on terms more attractive than those otherwise available. The accompanying Prospectus provides important information about the Company and the detailed terms of the Offer. Please read and consider it carefully. Any Redeemable Warrantholders electing to exercise Redeemable Warrants pursuant to the Offer should either (i) fill out the subscription form on the back of the Redeemable Warrant certificate and forward it along with cash, a certified or official bank check made payable to "Continental Stock Transfer & Trust Company, Agent for CinemaStar Luxury Theaters, Inc." or a wire transfer for the benefit of the Company in the amount of the aggregate exercise price and any other required documents to Continental Stock Transfer & Trust Company, or (ii) request a broker or bank to 2 effect the transaction, all as more fully described in the accompanying Prospectus. Redeemable Warrantholders not exercising their Redeemable Warrants may realize a portion of the economic benefit to them of the Offer by selling their Redeemable Warrants in the market. You are urged to obtain current market quotations for the Redeemable Warrants and Common Stock or contact your broker. Questions and requests for assistance or for additional copies of the Prospectus should be directed to The Boston Group, L.P., the Company's soliciting agent, at (310) 843-9007. Again, I urge you to give your careful consideration to the Offer described in the accompanying Prospectus. Sincerely yours, John Ellison, Jr. President 2 EX-3 3 LETTER TO BROKERS 1 Exhibit (a)-3 CINEMASTAR LUXURY THEATERS, INC. NOTICE OF OFFER TO HOLDERS OF REDEEMABLE WARRANT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 1996, UNLESS EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are asking you, as the record holder of Redeemable Warrants of CinemaStar Luxury Theaters, Inc. (the "Company"), to bring to the attention of clients for whom you hold Redeemable Warrants the Company's offer (the "Offer") to reduce temporarily the exercise price for the Company's outstanding Redeemable Warrants and to further modify the Redeemable Warrants to provide that on the exercise of a Redeemable Warrant, the Company will issue one share of Common Stock, plus one Class B Redeemable Warrant. The Offer, commenced on September 24, 1996, and will end on October 25, 1996, unless extended (the "Expiration Date"). After the Offer, each Redeemable Warrant will revert back to its original terms which entitles the holder until February 6, 2006, to purchase one share of Common Stock at a price of $6.00. Each Class B Redeemable Warrant is exercisable until September 15, 2001 to purchase one share of Common Stock at $6.50. For your information, we are enclosing herewith the following materials: 1. Prospectus dated September 24, 1996. 2. Letter to Redeemable Warrantholders of the Company from John Ellison, Jr., President of the Company, dated September 24, 1966. 3. Notice of Guaranteed Delivery to be used to accept the Offer if the Redeemable Warrants and all other required documents are not immediately available or cannot be delivered to the Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company by the Expiration Date or if the procedure for book-entry transfer cannot be completed prior to the Expiration Date. 4. A printed form of letter which may be sent to customers for whose account you hold Redeemable Warrants registered in your name or in the name of your nominee, with 1 2 space provided for obtaining such customers' instructions with regard to the Offer. 5. Envelopes addressed to Continental Stock Transfer & Trust Company, the Depository, to be used by you to return the tendered and executed Redeemable Warrants. WE URGE YOU TO CONTACT YOUR CUSTOMERS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON OCTOBER 25, 1996, UNLESS EXTENDED. In all cases, the delivery of Common Stock and Class B Redeemable Warrants for Redeemable Warrants accepted for tender and exercise pursuant to the Offer will be made only after timely receipt by the Depository of certificates evidencing such Redeemable Warrants (or a confirmation of a book-entry transfer of such Redeemable Warrants into the book entry account at one of the Book-Entry Transfer Facilities (as defined in the Prospectus)) with the subscription form on the back of such Redeemable Warrant certificates properly completed and duly executed and any other required documents. Payment of the Redeemable Warrant exercise price may be made, at the Redeemable Warrantholder's option, in the form of cash, a certified or official bank check made payable to "Continental Stock Transfer & Trust Company, Agent for CinemaStar Luxury Theaters, Inc." or by wire transfer to Continental Stock Transfer & Trust Company for the benefit of CinemaStar Luxury Theaters, Inc. Redeemable Warrantholders who wish to exercise their Redeemable Warrants should complete the subscription form on the back of the Redeemable Warrant certificates to be Depository and deliver the same by hand or by mail to: Continental Stock Transfer & Trust Company, Two Broadway, New York, New York 10004, Attn: Corporate Trust Department. While the method of delivery of Redeemable Warrants (which may be by hand or by mail) is at the option and risk of the Redeemable Warrantholders, it is suggested that delivery, if made by mail, be registered or certified and properly insured. If Redeemable Warrantholders wish to exercise their Redeemable Warrants, but it is impracticable for them to forward their Redeemable Warrants and all other required documents prior to the Expiration Date, an exercise may be effected by following the guaranteed delivery procedure described in the Prospectus under the caption "The Offer--How to Tender and Exercise". The Company will promptly reimburse brokers and other nominees for the reasonable expenses incurred by them in forwarding materials relating to the Offer to the beneficial holders of the Redeemable Warrants. The Company will pay such brokerage commissions or fees and all applicable transfer taxes with respect to the exercise of Redeemable Warrants pursuant to the Offer which would ordinarily be associated with the regular 2 3 exercise of such Redeemable Warrants, except in the case of deliveries of Common Stock or Class B Warrants or certificates for unexercised Redeemable Warrants that are to be made to any person other than a registered holder of Redeemable Warrants. Questions or requests for additional copies of the enclosed materials should be directed to The Boston Group, L.P., Telephone No. 1-(310) 843-9007. CINEMASTAR LUXURY SUITES, INC. NOTHING CONTAINED HEREIN OR IN THE DOCUMENTS ENCLOSED HEREWITH SHALL CONSTITUTE YOUR OR ANY OTHER PERSON THE AGENT FOR THE COMPANY, THE DEPOSITORY OR THE SOLICITING AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS SPECIFICALLY SET FORTH THEREIN. 3 EX-4 4 LETTER TO CLIENTS 1 Exhibit (a)-4 CINEMASTAR LUXURY THEATERS, INC. NOTICE OF OFFER TO HOLDERS OF REDEEMABLE WARRANTS THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 1996, UNLESS EXTENDED September 24, 1996 To Our Clients: Enclosed for your consideration is the Prospectus, dated September 24, 1996, of CinemaStar Luxury Theaters, Inc. (the "Company"), relating to the Offer described therein, together with a Letter to Redeemable Warrantholders from the Company. This material is being forwarded to you as the beneficial owner of Redeemable Warrants of the Company carried by us in your account but not registered in your name. A tender and exercise of such Redeemable Warrants may be made only by us as the holder of record and pursuant to your instructions. The Letter to Redeemable Warrantholders is furnished to you for your information only and cannot be used by you to tender and exercise Redeemable Warrants held by us for your account. Accordingly, we request instructions as to whether you wish us to tender and exercise any or all of the Redeemable Warrants held by us for your account, pursuant to the terms and conditions set forth in the Prospectus. Your instructions to us should be forwarded as promptly as possible in order to permit us to tender and exercise on your behalf in accordance with the provisions of the Offer, which terminates at 5:00 p.m. New York City time, on October 25, 1996, unless extended (the "Expiration Date"). The Offer is not conditioned upon the exercise of a minimum number of Redeemable Warrants. All Redeemable Warrants properly tendered and exercised and not withdrawn prior to the Expiration Date will be deemed to have been accepted by the Company when, as and if the Company has given oral or written notice thereof to the Depository. If you wish to have us tender and exercise any or all of the Redeemable Warrants held by us for your account, will you kindly so instruct us by completing, executing, detaching and returning to us the instruction form set forth below. An envelope in which to return your instructions to us is enclosed. If you authorize the exercise of your Redeemable Warrants, all such Redeemable Warrants will be exercised unless otherwise specified in your instructions. Your instructions should be 1 2 forwarded to us in ample time to permit us to submit a tender and exercise of Redeemable Warrants on your behalf prior to the Expiration Date. The Company will pay such brokerage commissions or fees with respect to the exercise of Redeemable Warrants pursuant to the Offer which would ordinarily be associated with the regular exercise of such Redeemable Warrants. The Offer is made solely by the Prospectus and is being made to all Redeemable Warrantholders. The Offer can only be accepted by residents of states set forth in the Prospectus under "The Offer - Blue Sky Law". If the Company becomes aware of beneficial owners in other states, the Company will seek to clear the Offer in such states. If, after such good faith effort, the Company cannot comply with such state statute, the Offer will not be made to (nor will exercises of Redeemable Warrants be accepted from or on behalf of) the holders of Redeemable Warrants in such state. In any state where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such state. 2 3 INSTRUCTIONS WITH RESPECT TO THE CINEMASTAR LUXURY THEATERS, INC. The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated September 24, 1996, of CinemaStar Luxury Theaters, Inc., such Prospectus and the other documents referred to in your letter. This will instruct you to tender and exercise the number of Redeemable Warrants of CinemaStar Luxury Theaters, Inc. indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus. The undersigned represents that the exercise of the within Warrant was solicited by a member of the National Association of Securities Dealers, Inc. and shall be entitled to receive compensation as set forth in the Prospectus. Number of Redeemable Warrants SIGN HERE to be tendered and exercised: - ----------------------------- ------------------------------ Dated: , 1996 ---------------- ------------------------------ (Signature(s)) ------------------------------ (Please type or print name(s) here) ------------------------------ (Please type or print address) ------------------------------ (Please type or print Area Code and Telephone Number) 3 EX-5 5 NOTICE OF GUARANTEED DELIVERY 1 Exhibit (a)-5 NOTICE OF GUARANTEED DELIVERY for Tendered and Exercised Redeemable Warrants of CINEMASTAR LUXURY THEATERS, INC. As set forth in the Prospectus dated September 24, 1996 (the "Prospectus") under "The Offer--How to Tender and Exercise" this form or one substantially equivalent hereto must be used to tender and exercise Redeemable Warrants of CinemaStar Luxury Theaters, Inc., a California corporation, pursuant to the Offer (as defined in the Prospectus) if the certificate(s) for the Redeemable Warrants to be exercised are not immediately available, or the procedure for book-entry transfer cannot be completed on a timely basis or a Redeemable Warrantholder cannot deliver the certificate(s) and all other required documents to the Depository at the address listed below prior to the Expiration Date (as defined in the Prospectus). This form may be delivered by hand or sent by facsimile transmission or mail to the Depository and must be received by the Depository on or prior to the Expiration Date. CONTINENTAL STOCK TRANSFER & TRUST COMPANY (Depositary) By Mail: By Hand: Two Broadway Two Broadway New York, New York 10004 19th Floor Attn: Corporate Trust Department New York, New York 10004 Telephone: (212) 509-4000 ext. 227 Facsimile: (212) 509-5150 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. 1 2 Gentlemen: The undersigned hereby tenders and exercises the number of Redeemable Warrants of CinemaStar Luxury Theaters, Inc., a California corporation, set forth below upon the terms and subject to the conditions set forth in the Prospectus dated September 24, 1996, receipt of which is hereby acknowledged, together with cash or a certified or official bank check made payable to "Continental Stock Transfer & Trust Company, Agent for CinemaStar Luxury Theaters, Inc." or a wire transfer to the Depository for the benefit of CinemaStar Luxury Theaters, Inc. in the amount of the aggregate exercise price of the Redeemable Warrants tendered and exercised, pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Offer--How to Tender and Exercise." Number of Redeemable Warrants Name(s) of Record Holder(s): to be Tendered and Exercised: - ----------------------------- ------------------------------ ------------------------------ Certificate Nos. (if available) Please Print Address(es) Here: - ----------------------------- ------------------------------ - ----------------------------- ------------------------------ ------------------------------ Check ONE box if Redeemable Warrants will be exercised by book-entry transfer: Area Code and Telephone Number: / / The Depository Trust Company ------------------------------ / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Signature(s) ------------------ Account Number Dated: , 1996 -------------- ------------------ GUARANTEE 2 3 The undersigned, a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, guarantees that (a) the above named person(s) owns the Redeemable Warrants exercised hereby and (b) the undersigned will deliver to the Depository the certificates representing the Redeemable Warrants exercised hereby in proper form for tender and exercise with required signature guarantees (or written confirmation of book-entry transfer of such Redeemable Warrants into the Depository's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company), together, in each case, with cash or a certified or official bank check made payable to CinemaStar Luxury Theaters, Inc. or a wire transfer to the Depository for the benefit of CinemaStar Luxury Theaters, Inc. in the amount of the aggregate exercise price of the Redeemable Warrants exercised, and any other required documents, all within three New York Stock Exchange trading days after the Expiration Date. - -------------------------------- ------------------------------ (Address) (Name of Firm) - -------------------------------- ------------------------------ (Area Code and Telephone Number) (Authorized Signature) Dated: , 1996 --------------- 3 EX-7 6 WARRANT SOLICITATION AGREEMENT 1 EXHIBIT (a)-7 CINEMASTAR LUXURY THEATERS, INC. 431 College Boulevard Oceanside, CA 92057 WARRANT SOLICITATION AGREEMENT AGREEMENT dated this 24th day of September 1996, by and among the Boston Group, L.P. (the "Soliciting Agent") and CinemaStar Luxury Theaters, Inc. ("CinemaStar"). WITNESSETH: WHEREAS, CinemaStar has offered to the holders of its warrants to purchase one share of Common Stock that expire on February 6, 2000 (the "Redeemable Warrants") to lower the exercise price from $6.00 to $4.00 for each Redeemable Warrant and to issue upon the exercise of each Redeemable Warrant one share of Common Stock (no par value) and one Class B Redeemable Warrant which enables the holder thereof to purchase one share of Common Stock at an exercise price of $7.50 per Class B Warrant ("the Offer"). WHEREAS, CinemaStar has filed, with the Securities and Exchange Commission, a Prospectus dated September 16, 1996 as part of a Registration Statement on Form SB-2 (the "Prospectus") relating to the Offer and; WHEREAS, CinemaStar desires to engage the Soliciting Agent to assist in the solicitation of the exercise of the Redeemable Warrants and the Soliciting Agent is willing to be so engaged pursuant to the terms stated herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. Engagement. CinemaStar hereby engages and appoints the Soliciting Agent to serve as its exclusive Solicitation Agent for CinemaStar in connection with the Offer. 2. Solicitation. The Soliciting Agent is hereby authorized to solicit holders of the Redeemable Warrants pursuant to the terms hereof and of the enclosed Prospectus or any revisions thereof, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the Securities and Exchange Commission thereunder, the Rules of Fair Practice of the National Association of Securities Dealer(s), Inc., and the applicable state securities laws and regulations. 2 3. Solicitation Material. Copies of the Prospectus relating to the Offer have been furnished to the Soliciting Agent with this Agreement and the Soliciting Agent agrees to deliver a copy of the then effective Prospectus to each Redeemable Warrant holder. The Soliciting Agent is authorized to use only such documents and other Offer literature prepared by CinemaStar and the Soliciting Agent is not authorized to make use of any Prospectus or to make use of soliciting literature not so prepared or furnished, or to make any representations or furnish any information other than that contained in the Prospectus or in such sales literature. The Soliciting Agent will be supplied without charge a reasonable number of Prospectuses and other soliciting literature as may, from time to time, be prepared. The Soliciting Agent agrees not to deliver any soliciting literature to any person unless accompanied or proceeded by the then effective Prospectus. 4. Offer Acceptance Procedures. Executed and exercised Redeemable Warrants together with cash or a certified or official bank check made payable to CinemaStar Luxury Theaters, Inc. in the amount of the aggregate exercise price should be mailed to Continental Stock Transfer & Trust Company, ("Depository"). If Redeemable Warrants and checks are received by the Soliciting Agent, the Soliciting Agent agrees to deliver such Redeemable Warrants, and checks to the Depositary immediately upon its receipt. Upon receipt of the proper consideration, the Redeemable Warrant properly completed and executed by the record holders, and after acceptance by CinemaStar as set forth in the Offer, the Depository will deliver one share of Common Stock and one Class B Warrant. 5. Compensation. A. Fee. Subject to the valid exercise by the holder of the Redeemable Warrants, the Soliciting Agent is entitled to receive from CinemaStar a fee equal to five percent (5%) of the exercise price paid upon each tender and exercise of the Redeemable Warrants pursuant to the Offer. In addition, CinemaStar agrees to pay the Soliciting Agent a fee equal to four percent (4%) of the proceeds upon exercise of each Class B Warrant. B. Warrants. In addition to the above described fee, CinemaStar shall issue to Soliciting Agent warrants ("Compensation Warrants") equal in number to ten (10) percent of the aggregate number of Redeemable Warrants actually redeemed under the Offer. Each Compensation Warrant shall have an exercise price equal to the fair market value of one share of CinemaStar's Common Stock on the date the Offer expires. The Compensation Warrants shall not be sold, transferred, assigned, pledged or hypothecated by any person, except by operation of law or by reason of reorganization of CinemaStar, for a period of one year following the effective date of the Offer. The form of the Compensation Warrant shall be substantially identical to the form of Warrant attached hereto as Exhibit "A". 6. Expenses. Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, CinemaStar agrees to pay all costs, fees and expenses, incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including (i) all filing fees, attorneys' fees and expenses incurred by CinemaStar or the Soliciting Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) under the Blue Sky laws, (ii) the filing fee of the National Association of Securities Dealers, Inc., (iii) all other fees, costs and expenses referred to in Item 25 of the Registration Statement, and (iv) shall reimburse the Soliciting Agent for any and all of its reasonable out-of-pocket expenses, including fees and disbursements of its counsel not to exceed $25,000, incurred by the Soliciting Agent in connection with the Soliciting Agent's performance of this Agreement. 7. Inspection of Records. During the period of the Offer and for thirty (30) days thereafter, but in no event after the termination of this Agreement, the Soliciting Agent may, at any time during business hours, examine the records of CinemaStar and the Depository which relates to the Offer. 2 3 8. Termination. The term of this Agreement shall be the longer of (i) five (5) years from and after the date first above written or (ii) one (1) year after expiration of the last to expire of the Class B Warrants. The obligations of CinemaStar provided for in Section 5 and 6 above and Section 9 below shall survive the termination of expiration of the term of this Agreement. 9. Indemnification. CinemaStar agrees to indemnify and hold harmless the Soliciting Agent, the directors, officers, employees and agents of the Soliciting Agent and each person who controls the Soliciting Agent within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act") or Section 20 of the Exchange Act of 1934, as amended (the "Exchange Act") against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed, or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or any amendment thereof, or supplement thereto, or any of the soliciting literature provided by CinemaStar, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. 10. Notices. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given if sent by first-class mail, postage prepaid, addressed as follows: if to CinemaStar, at 431 College Boulevard, Oceanside, CA 92057, Attention: John Ellison, President, with copies to Ron Givner, Jeffer, Mangels, Butler & Marmaro LLP; if to the Soliciting Agent, at 1999 Avenue of the Stars, Suite 2500, Los Angeles, CA 90067, Attention: Robert DiMinico, Chairman, with copies to Barry D. Falk, Jeffers, Wilson & Shaff, LLP. 11. Supplements and Amendments. CinemaStar and the Soliciting Agent may from time to time supplement or amend this Agreement in writing without the approval of any holders of Redeemable Warrants in order to cure any ambiguity or to correct or supplement any provisions contained herein or to make any other provisions in regard to matters or questions arising hereunder which CenemaStar and the Soliciting Agent may deem necessary or desirable and which do not adversely affect the interests of the holders of Redeemable Warrants. 12. Assignments. This Agreement may not be assigned by any party without the express written approval of all other parties, except that the Soliciting Agent may assign this Agreement to its successors. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws pertaining to conflicts of laws) of the State of New York. 3 4 14. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any person or corporation other than CinemaStar and the Soliciting Agent any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of CinemaStar and the Soliciting Agent. 15. Descriptive Headings. The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meanings or construction of any of the provisions hereof. 16. Enforceability. If any of the provisions of this Agreement are held to be void or unenforceable, all of the other provisions shall nonetheless continue in full force and effect. 17. Waiver. The waiver by any of the parties hereto of a breach or alleged breach of the terms of this Agreement by the other party shall not constitute a waiver of any other breach or alleged breach. 18. Entire Agreement. This Agreement supersedes all previous arrangements and agreements whether written or oral, and comprises the entire agreement, between CinemaStar and the Soliciting Agent in respect of the subject matter hereof. 4 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CINEMASTAR LUXURY THEATRES, INC. /s/ John Ellison, Jr. --------------------------------------- John Ellison, Jr., President AGREED and ACCEPTED: We agree and accept all the terms and conditions stated in the above Agreement. We hereby acknowledge receipt of copies of the Prospectus referred to above. Dated: September 24, 1996 THE BOSTON GROUP, L.P. "Soliciting Agent" By: /s/ Robert DiMinico ------------------------------------ Robert DiMinico, Chairman Address: 1999 Avenue of the Stars, Suite 2500, Los Angeles, California 90067 6 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. CINEMASTAR LUXURY THEATERS, INC. WARRANT DATED: __________ __,1996 _________________________ Holder: The Boston Group. L.P. Number of Warrants: ____________ _________________________ THIS CERTIFIES THAT Holder is the owner of the number of Warrants set forth above of CinemaStar Luxury Theaters, Inc., a California corporation (hereinafter called the "Company"). Each Warrant entitles the registered holder to purchase for $______ (as adjusted, the "Exercise Price") one share of Common Stock of the Company ("Common Stock"). 1. Right To Exercise Warrants. The rights represented by this Warrant may be exercised at the Holder's option at any time commencing twelve (12) months from the date of this Warrant (the "Exercise Date"), and terminating at 2:00 p.m., Los Angeles time, forty-eight (48) months after the Exercise Date. 2. Exercise of Warrants. Subject to the other provisions of this Warrant, the rights represented by this Warrant may be exercised by (i) surrender of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company); and (ii) payment to the Company of the exercise price for the number of shares specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date the Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Section 3, and the person or persons in whose name or names the certificates for shares of Common Stock shall be issuable 1 7 upon such exercise shall become the holder or holders of record of such Common Stock at that time and date. The certificates for the Common Stock so purchased shall be delivered to Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised, and shall bear a legend substantially similar to the following restrictive legend: "This security has not been registered under the Securities Act of 1933 and may not be sold or offered for sale unless registered under said Act and any applicable state securities laws or unless the Company has received an opinion of counsel satisfactory to the Company that such registration is not required." 3. Assignment. Subsequent to the twelve (12) month holding period, this Warrant may be transferred, sold, assigned or hypothecated, only pursuant to a valid and effective registration statement or if the Company has received from counsel to the Company a written opinion, in a form reasonably acceptable to the Company, to the effect that registration of the Warrant or the Common Stock underlying the Warrant is not necessary in connection with such transfer, sale, assignment of hypothecation. Any such assignment shall be effected by Holder (i) executing the form of assignment at the end hereof; (ii) surrendering the Warrant for cancellation to the Company, accompanied by the opinion of counsel to the Company referred to above; and (ii) delivery to the Company of a statement by the transferee Holder (in a form acceptable to the Company and its counsel) that such Warrant is being acquired by such Holder for investment and not with a view to its distribution or resale; whereupon the Company shall issue, in the name or names specified by Holder (including Holder) new Warrants representing in the aggregate rights to purchase the same number of Shares as are purchasable under the Warrant surrendered. The term "Holder" shall be deemed to include any person to whom this Warrant is transferred in accordance with the terms herein. 4. Registration Rights. Holder will have the following registration rights with respect to the Warrant and shares of Common Stock underlying the Warrant (the "Warrant Shares"): (a) Demand Registration. At any time commencing on twelve (12) months from the date of issuance of the Warrant, and expiring four (4) years thereafter, Holder shall have the right (which right is in addition to the registration rights under Section 4(b) hereof), exercisable by written notice to the Company, to have the Company prepare, file and use its best efforts to have declared effective by the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holder, if any, in order to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), so as to permit a public offering and sale by Holder of the Warrants and Warrant Shares owned and held of record by the Holder at the time of exercise of such registration rights, for a period of twenty- four (24) consecutive months. (b) Piggy-Back Registration. If at any time the Company proposes to register any of 2 8 its securities under the Securities Act (other than in connection with a merger, acquisition, exchange offer, redemption or pursuant to Form S- 8 or successor form) it will give written notice by registered mail, at least twenty (20) days prior to the filing of each such registration statement to the Holder of its intention to do so. Upon the written request of Holder given within ten (10) days after receipt of any such notice of Holder's desire to include any Warrants or Warrant Shares owned by Holder in such proposed registration statement, the Company shall afford Holder the opportunity to have such Warrants or Warrant Shares registered under such registration; provided, however, that Holder shall not have the right to include any Warrants or Warrant Shares in the event that the registration relates to solely to the registration of (or updating of an existing registration relating to ) Redeemable Warrants (as defined in the Warrant Solicitation Agreement dated _______________, 1996) and underlying shares of Common Stock registered in connection with the Company's initial public offering. The "piggy-back" registration rights described in this Section 4(b) shall terminate on the earlier to occur of (i) five (5) years from the date hereof or (ii) at such time as the Warrants or Warrant Shares, as the case may be, are saleable in one or more transactions pursuant to Rule 144(k) of the Securities Act. Notwithstanding anything to the contrary contained in the provisions of the Section 4(b) the Company shall have the right at any time after it shall have given written notice pursuant to the Section 4(b) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. (c) Limitation on Registration Rights. Notwithstanding anything to the contrary contained in this Warrant, (i) the Company shall not be obligated to effect a registration pursuant to Section 4 of this Agreement during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; and (ii) if the Company shall furnish Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligations to use its best efforts to file a registration statement on demand by the Holder shall be deferred for a period not to exceed ninety (90) days; provided, however, that the Company shall not obtain such a deferral more than once in any twelve (12) month period. 5. Common Stock. The Company covenants and agrees that all shares of Common Stock which may be issued upon exercises hereof will, upon issuance, be duly and validly issued, fully paid and non-assessable and no personal liability will attach to the holder thereof. The Company further covenants and agrees that, during the periods within which this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock for issuance upon exercise of this Warrant and all other Warrants. 3 9 6. No Stockholder Rights. This Warrant shall not entitle Holder to any voting rights or other rights as a stockholder of the Company. 7. Adjustment of Rights. In the event that the outstanding shares of Common Stock of the Company are at any time increased or decreased or changed into or exchanged for a different number or kind of share or other security of the Company or of another corporation through reorganization, merger, consolidation, liquidation, recapitalization, stock split, combination of shares or stock dividends payable with respect to such Common Stock, appropriate adjustments in the Exercise Price and the number and kind of such securities than subject to this Warrant shall be made effective as of the date of such occurrence so that the position of Holder upon exercise will be the same as it would have been had he owned immediately prior to the occurrence of such events the Common Stock subject to this Warrant. Such adjustment shall be made successively whenever any event listed above shall occur and the Company will notify Holder of the Warrant of each such adjustment. Any fraction of a share resulting from any adjustment shall be eliminated and the price per share of the remaining shares subject to this Warrant adjusted accordingly. 8. Cashless Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed purchase form and notice of such election in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For the purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event that at the time of any such exercise the Common Stock (i) is listed on any established stock 4 10 exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the fair market value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in common stock) on the last market trading day prior to the day of determination, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable or (ii) is not listed on any established stock exchange or a national market system but is quoted on the NASDAQ System (but not on the National Market System thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the fair market value of a share of common stock shall be the mean between the bid and asked priced for the common stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such source as the Board of Directors of the Company deems reliable. 9. Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing. Assuming that the contents of the notice meet the requirements of the specific Section of this Warrant which mandates the giving of that notice, a notice shall be validly given or made to another party if served-either personally or is postage prepaid, or if transmitted by telegraph, telecopy or other electronic written transmission device or if sent by overnight courier service, and if addressed to the applicable party as set forth below. If such notice, demand or other communication is served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, service shall be conclusively deemed given upon the earlier of receipt or seventy-two (72) hours after the deposit thereof in the United States mail, postage pre-paid. If such notice, demand or other communication is given by overnight courier, or electronic transmission, service shall be conclusively made at the time of confirmation of delivery. The addresses for Holder and the Company are as follows: If to Holder: The Boston Group, L.P. 1999 Avenue of the Stars Los Angeles, California 90067 Telecopier No.: 310-226-2796 If to the Company: CinemaStar Luxury Theaters, Inc. 431 College Boulevard Oceanside, California 92057 Telecopier No.: (619) 630-8593 Attention: John Ellison, Jr. 5 11 Any party hereto may change its or his or its address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in the aforesaid manner to the other parties hereto. 10. Governing Law. This Warrant shall be governed by an construed in accordance with the internal laws of California. IN WITNESS WHEREOF, the Company has cause this Warrant to be signed by its duly authorized officers, and to be dated as of the date set forth above. CINEMASTAR LUXURY THEATERS, INC. By: ------------------------------- Name: John Ellison, Jr. President ACKNOWLEDGED, AGREED AND ACCEPTED BY HOLDER: THE BOSTON GROUP, L.P. By: ------------------------------- Name: Robert DiMinico Chairman 6 -----END PRIVACY-ENHANCED MESSAGE-----