-----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, B0aPkwTrRTUhQ+Ua7bHjHcuQmFdIkb1gWFyef4Y66tnmJAfh/KwiNMDCINil3jDE tg3D1L7WTMKdOKHDpKlA2A== 0001047469-98-013775.txt : 19980407 0001047469-98-013775.hdr.sgml : 19980407 ACCESSION NUMBER: 0001047469-98-013775 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980406 SROS: NASD FILER: 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: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25252 FILM NUMBER: 98587754 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 8-K 1 FORM 8-K UNITED STATES 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): March 30, 1998 ---------------- CINEMASTAR LUXURY THEATERS, INC. ---------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) California 0-25252 33-0451054 --------------------------- ------------ ------------------ (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. 431 College Boulevard, Oceanside, California 92057-5435 ------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code (760) 630-2011 -------------- ITEM 5. OTHER EVENTS. On March 30, 1998, the Registrant issued the press release attached hereto as Exhibit 99 announcing its new management team. The information contained in this press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99 Press Release of Registrant dated March 30, 1998 2 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. CINEMASTAR LUXURY THEATERS, INC. Dated: March 30, 1998 By: /s/ James J. Villanueva ---------------------------- James J. Villanueva Executive Vice President 3 EXHIBIT INDEX Exhibit # Item - ------------ -------------------------------------------------------- 99 Press Release of Registrant dated March 30, 1998 EX-99 2 EXHIBIT 99 CONTACT: James J. Villanueva, Executive Vice President Norman Dowling, Vice President and Chief Financial Officer (760) 630-2011 Michael Pollock Pondel Parsons & Wilkinson (310) 207-9300 FOR IMMEDIATE RELEASE CINEMASTAR ANNOUNCES NEW MANAGEMENT TEAM -- JACK R. CROSBY NAMED CHIEF EXECUTIVE OFFICER; FRANK MORENO NAMED PRESIDENT & COO -- OCEANSIDE, California -- March 30, 1998 -- CinemaStar Luxury Theaters, Inc. (NASDAQ:LUXY) today announced that it has restructured its management team and named Jack R. Crosby, the chairman of the board of the company, as chief executive officer. Industry veteran Frank Moreno has been appointed as president and chief operating officer. The company also announced the appointment of Alan Elrod as a film buyer and John Eltz as the company's director of concessions. CinemaStar previously announced the appointment of Norman Dowling as chief financial officer. Former officers of the company, John Ellison, Jr., Alan Grossberg, Jerry Willits and Jon Meloan, announced that they have agreed to the restructuring of CinemaStar's management team. Each of these individuals has resigned from their employment with the company and from their positions as members of the board of directors. The individuals have accepted a separation package which includes CinemaStar's collective payment to them of $875,000 in cash and loan forgiveness of about $200,000, as well as mutual general releases, which encompass the individual's release of any claims against the company under their multi-year employment agreements. Ellison, Grossberg, Willits and Meloan plan to pursue other business opportunities and expressed strong confidence in the company and support for the new management team. The new additions to the management team, all former employees of Theater Acquisitions, L.P., bring a wealth of experience to CinemaStar. Prior to joining the company, Mr. Moreno was the president and chief executive officer of Theater Acquisitions, L.P., a privately owned company formed by Crosby and Moreno in 1990 to purchase selected movie theaters in Florida and Puerto Rico from Wometco Enterprises, Inc. Under Moreno's leadership, Theater Acquisitions, L.P. expanded the circuit and significantly increased its operating performance before being sold in 1994. Jack R. Crosby, chairman and chief executive officer, made the following comments: "We have assembled a veteran management team to build upon the existing base of CinemaStar's theater operations. We have successfully worked together in the past, and we look forward to capitalizing upon the opportunity at hand. This new management team is the first of many changes to be made at CinemaStar." Mr. Crosby concluded, "It is our goal to deliver the best movie going experience possible to our customers and at the same time deliver strong financial results to our shareholders. Our new management team will strive to deliver on both of these goals." Founded in 1989, CinemaStar Luxury Theaters currently operates 79 screens in eight first-run movie theaters, including seven in Southern California with a total of 69 screens and the recently opened 10 screen theater complex in Tijuana, Mexico. CinemaStar theaters feature high quality projection and sound capabilities, including LucasFilm THX Stereo Surround Sound environment systems, along with luxury amenities such as high-back reclining seats and extra wide aisles between seat rows. THE INFORMATION CONTAINED IN THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES, SUCH AS THE STATEMENTS OF THE COMPANY'S PLAN, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE DISCUSSED IN THE COMPANY'S FORM 10-KSB AND FORM 10-QSB ON FILE WITH THE SEC. -----END PRIVACY-ENHANCED MESSAGE-----