Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EXHIBIT 10.3
EMPLOYMENT ASSUMPTION AGREEMENT
THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered
into as of July 31, 1997, by and among Fox Kids Worldwide, L.L.C.,a Delaware
limited liability company (the "LLC"), Fox Kids Worldwide, Inc., a Delaware
corporation ("FKWW") and Haim Saban ("Employee").
R E C I T A L S
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A. Employee is a party to that certain Employment Agreement entered
into as of December 22, 1995 with the LLC (the "LLC Employment Agreement").
B. On June 11, 1997, FKWW, Saban Entertainment, Inc., a Delaware
corporation ("Saban"), Fox Broadcasting Company, a Delaware corporation ("FBC"),
Fox Broadcasting Sub, Inc., a Delaware corporation ("Fox Broadcasting Sub"),
Allen & Company Incorporated, a New York corporation ("Allen"), Haim Saban and
the other stockholders of Saban entered into that certain Agreement pursuant to
which FBC, Fox Broadcasting Sub, Allen, Haim Saban and the other SEI
Stockholders would contribute to FKWW stock of Saban and FCN Holding for stock
of FKWW, such that FKWW will own the business and operations of Saban, FCN
Holding, and of all of their respective subsidiaries (the "Reorganization").
C. As part of the Reorganization, FKWW desires to assume, and
Employee desires FKWW to assume, the obligations of the LLC under the LLC
Employment Agreement.
D. In order to confirm such assumption, FKWW, the LLC and Employee
have agreed to execute and deliver this Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, the parties hereby
agree as follows:
1. Employment and Assumption. FKWW hereby employs Employee to render
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services as Chairman of the Board and Chief Executive Officer of FKWW, pursuant
to the same terms and conditions of the LLC Employment Agreement, and FKWW
hereby assumes all the duties and obligations of the LLC arising from and in
connection with the LLC Employment Agreement.
2. Governing Laws. This Agreement has been executed and delivered in the
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State of California and shall be governed by, and construed in accordance with,
the substantive laws of the State of California.
3. Assigns. This Agreement is binding upon and shall inure to the
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benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
FOX KIDS WORLDWIDE, L.L.C.
By: FOX KIDS WORLDWIDE, INC.
Its: Managing Member
By: /s/ Mel Woods
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Name: Mel Woods
Title: President
FOX KIDS WORLDWIDE, INC.
By: /s/ Mel Woods
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Name: Mel Woods
Title: President
EMPLOYEE:
/s/ Haim Saban
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Haim Saban
2
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 7/31/97 | | 1 |
| | 6/11/97 | | 1 |
| | 12/22/95 | | 1 |
| List all Filings |
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