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360
Interlocken Boulevard, Broomfield, Colorado 80021
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (303) 222-3600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 — Entry
into a Material Definitive Agreement.
On July 11, 2005, we issued the press
release attached as Exhibit 99.1 disclosing that we have entered into an asset purchase
agreement (the “Purchase Agreement”) with GT Brands LLC, GT Merchandising &
Licensing LLC, Gym Time, LLC, BSBP Productions LLC, and GoodTimes Entertainment LLC
(collectively, “GoodTimes”) pursuant to which we agreed to purchase
substantially all of the assets of GoodTimes relating to GoodTimes’ independent home
video entertainment business. In addition, we agreed to assume certain specified
liabilities in connection with the acquisition. Our acquisition of assets under the
Purchase Agreement is expected to close at the end of the third quarter and requires
consent of the federal bankruptcy court.
Under the Purchase Agreement, the
purchase price for the assets is $40,000,000, subject to certain adjustments relating to
changes in working capital and other matters.
This description of the transaction
is only a summary and is qualified in its entirety by reference to the Purchase Agreement,
which is attached to this report as Exhibit 10.1 and incorporated into this report by
reference.
Item 3.02 –
Unregistered Sales of Equity Securities.
On July 7, 2005, we issued and sold
an aggregate of 2,821,317 shares of our Class A common stock for an aggregate purchase
price of approximately $18.7 million to certain funds advised by Prentice Capital
Management, LP (the “Funds”). The issuance and sale of the shares was made
pursuant to a stock purchase agreement with the Funds, dated June 10, 2005, as amended and
restated on June 16, 2005. In connection with the closing of this transaction, we paid
Prentice Capital Management, LP an origination fee equal to 1-1/2% of the purchase price
paid by the Funds for the shares, or $280,580 in the aggregate.
The issuance and sale of the Class A
common stock to the Funds was made pursuant to an exemption from registration under the
Securities Act in reliance upon Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01 - Financial
Statements and Exhibits.
(c)
Exhibits
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