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
FEBRUARY 11, 2005
(Date of earliest event reported)
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31810 22-3720962
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
55 MADISON AVENUE, SUITE 300, MORRISTOWN NJ 07960
(Address of principal executive offices) (Zip Code)
(973) 290-0080
(Registrant's telephone number, including area code)
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(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:
|_| 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 communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 11, 2005, ADM Cinema Corporation ("ADM Cinema"), a Delaware
corporation and a wholly-owned subsidiary of Access Integrated Technologies,
Inc. ("AccessIT"), completed an acquisition of substantially all of the assets
and certain liabilities of the Pavilion Movie Theatre/Entertainment Complex (the
"Pavilion") from Pritchard Square Cinema, LLC, a New York limited liability
company ("Pritchard" or the "Seller"), pursuant to the Asset Purchase Agreement,
dated as of December 23, 2004, among ADM Cinema, the Seller and Norman Adie, the
Seller's managing member (the "Pavilion Transaction"). In connection with the
Pavilion Transaction, ADM Cinema and OLP Brooklyn Pavilion LLC, a Delaware
limited liability company ("OLP"), entered into the Fourth Amendment to Lease
Agreement, dated as of February 11, 2005 (the "Lease Agreement"), pursuant to
which ADM Cinema leases the Pavilion property, located at 188 Prospect Park
West, Brooklyn, New York, for a term of 17 years at an average lease rate of
approximately $95,000 per month.
A copy of the Lease Agreement is filed as Exhibit 10.1 of this report.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
AccessIT reported the completion of the Pavilion Transaction in its
quarterly report on Form 10-QSB filed with the SEC on February 14, 2005 (the
"10-QSB"). Also, AccessIT reported in the 10-QSB that it would file the audited
financial statements of Pritchard and pro forma financial statements of AccessIT
pursuant to the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder. Accordingly, such audited financial statements and pro
forma financial statements are filed as Exhibits 99.1 and 99.2, respectively, to
this report.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to the Lease Agreement, AccessIT issued 40,000 restricted and
unregistered shares of its Class A common stock, par value $0.001 per share, to
OLP in consideration of OLP's agreement to waive the requirement for a security
deposit under the Lease Agreement. The issuance of such shares to OLP was exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), under Section 4(2) of the Securities Act.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Pritchard's audited financial statements for the years ended December 31, 2004
and December 31, 2003 are attached hereto as Exhibit 99.1.
(B) PRO FORMA FINANCIAL INFORMATION
AccessIT's unaudited pro forma condensed combined balance sheet as of December
31, 2004 and unaudited pro forma condensed combined statements of operations for
the year ended March 31, 2004 and the nine months ended December 31, 2004 are
attached hereto as Exhibit 99.2.
(C) EXHIBITS
The following exhibits are furnished as part of this report:
10.1 Fourth Amendment to Lease Agreement, dated as of February 11,
2005, between ADM Cinema Corporation and OLP Brooklyn Pavilion LLC.
99.1 Pritchard Square Cinema, LLC's audited financial statements for
the years ended December 31, 2004 and December 31, 2003.
99.2 Access Integrated Technologies, Inc.'s unaudited pro forma
condensed combined balance sheet as of December 31, 2004 and unaudited
pro forma condensed combined statements of operations for the year
ended March 31, 2004 and the nine months ended December 31, 2004.
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SIGNATURE
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.
ACCESS INTEGRATED TECHNOLOGIES, INC.
By: /s/ Brian D. Pflug
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Name: Brian D. Pflug
Title: Senior Vice President - Accounting and
Finance
Dated: April 29, 2005
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EXHIBIT INDEX
10.1 Fourth Amendment to Lease Agreement, dated as of February 11, 2005, between
ADM Cinema Corporation and OLP Brooklyn Pavilion LLC.
99.1 Pritchard Square Cinema, LLC's audited financial statements for the years
ended December 31, 2004 and December 31, 2003.
99.2 Access Integrated Technologies, Inc.'s unaudited pro forma condensed
combined balance sheet as of December 31, 2004 and unaudited pro forma condensed
combined statements of operations for the year ended March 31, 2004 and the nine
months ended December 31, 2004.
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