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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Adjustments to Purchase Price
- Agreements of the Company, Buyer, Vajna and Valdina
- Amendments; Waivers
- An Alan Smithee Film
- Appendix A
- Appendix B
- Appendix C
- Appendix D
- Appraisal Rights
- Appraisal Rights Inapplicable
- Article Ii Dissenting Shares; Payment for Shares
- Article Iii Representations and Warranties of the Company
- Article I the Merger
- Article Iv Representations and Warranties of Buyer and Vajna
- Article V Covenants
- Article Vi Conditions
- Article Viii Miscellaneous
- Article Vii Termination, Amendment and Waiver
- Assets
- Asset Sales
- Assignment Agreement
- Assignment Agreement, The
- Background and Reasons for the Assignment Agreement
- Background and Reasons for the Library Sale Agreement
- Background and Reasons for the Merger
- Basket Adjustment
- Board Fees
- Braverman Employment Agreement
- Business of the Company
- Calculation of Purchase Price Adjustment
- Certain Additional Information Regarding Transactions with Disney
- Certain Additional Information Regarding Transactions with Fox
- Certain Arrangements Concerning Other Assets
- Certain Federal Income Tax Consequences
- Certain Information Regarding the Company
- Certain Tax Matters
- Certain Transactions Involving the Company's Common Stock
- Certain Transactions With Vajna and Certain Related Stockholders
- Cinergi Pictures Entertainment Inc
- Closing
- Closing Date
- Company, The
- Condensed Consolidated Statements of Operations
- Conditions to the Merger
- Conditions to the Merger; Termination
- Conversion of Company Common Stock into Merger Consideration
- Deep Rising
- Directors and Executive Officers of the Company
- Eaters of the Dead
- Employees
- Executive Compensation
- Fees and Expenses
- Film Library, The
- Financing of the Transaction
- For
- General
- Gregory R. Paul
- Index to Financial Statements
- Interests of Certain Persons in the Asset Sales
- Interests of Certain Persons in the Merger
- Introduction
- Legal Proceedings
- Library Sale Agreement, The
- Liquidity and Capital Resources
- Long-Term Incentive Plans -- Awards in Last Fiscal Year
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Market Prices and Dividends on Company Common Stock
- MassIllusion Sub-Adjustment
- Merger Agreement, The
- Merger; Effective Time of the Merger, The
- Motion Picture Production and Financing
- Notes to Condensed Consolidated Financial Statements (Unaudited)
- Notes to Consolidated Financial Statements
- Operations of the Company Pending and Following the Asset Sales
- Operations Pending the Merger
- Other
- Other Production and Distribution Arrangements
- Parties to the Asset Sales
- Parties to the Merger
- Plans for the Company Following the Merger
- Principal Stockholders of the Company
- Properties
- Proxies
- Proxy Statement
- Purpose and Structure of the Merger
- Quorum
- Recommendation of the Board
- Recommendation of the Special Committee and the Board; Fairness of the Merger
- Record Date and Persons Entitled to Vote at the Special Meeting
- Regulatory Approvals
- Report of Independent Auditors
- Representations and Warranties
- Restricted cash
- Results of Operations
- Revenues
- Rights of Dissenting Stockholders
- Section 1.1. Merger
- Section 1.2. Effects of the Merger
- Section 1.3. Certificate of Incorporation and Bylaws
- Section 1.4. Directors
- Section 1.5. Officers
- Section 1.6. Conversion of Shares
- Section 1.7. Adjustments to Purchase Price
- Section 1.8. Stockholders' Meeting of the Company
- Section 1.9. Consummation of the Merger
- Section 2.1. Dissenting Shares
- Section 2.2. Payment for Shares
- Section 2.3. Closing of the Company's Transfer Books
- Section 262 of the Delaware General Corporation Law
- Section 3.1. Corporate Organization
- Section 3.2. Capitalization
- Section 3.3. Authority Relative to This Agreement
- Section 3.4. Consents and Approvals; No Violations
- Section 3.5. Commission Filings and Financial Statements
- Section 3.6. Proxy Statement; Schedule 13E-3
- Section 3.7. No Broker or Finder Fees
- Section 4.1. Corporate Organization
- Section 4.2. Authority Relative to This Agreement
- Section 4.3. Consents and Approvals; No Violations
- Section 4.4. Other Documents; Proxy Statement; Schedule 13E-3
- Section 5.10. Valdina Promissory Note
- Section 5.1. Conduct of Business of the Company
- Section 5.2. Notification of Certain Matters
- Section 5.3. Indemnification; Directors' and Officers' Insurance
- Section 5.4. Employee Plans
- Section 5.5. Warrants
- Section 5.6. Publicity
- Section 5.7. Best Efforts
- Section 5.8. Termination of Vajna Employment Agreement; Severance Arrangements
- Section 5.9. Vajna Receivables
- Section 6.1. Conditions to Obligation of Each Party to Effect the Merger
- Section 6.2. Conditions to the Obligations of Buyer, Vajna and Valdina to Effect the Merger
- Section 6.3. Conditions to the Obligations of the Company
- Section 7.1. Termination
- Section 7.2. Effect of Termination
- Section 7.3. Amendment
- Section 7.4. Extension, Waiver
- Section 8.10. Counterparts
- Section 8.1. Non-Survival of Representations, Warranties and Agreements
- Section 8.2. Fees and Expenses
- Section 8.3. Notices
- Section 8.4. Applicable Law
- Section 8.5. Interpretation
- Section 8.6. Entire Agreement; Assignment
- Section 8.7. Severability
- Section 8.8. Parties in Interest
- Section 8.9. Specific Performance
- Selected Consolidated Financial Data of the Company
- Severance Arrangements
- SGA Sub-Adjustment
- Smithee Accounts Receivable Sub-Adjustment
- Smoke and Mirrors
- Special Factors Relating to the Merger
- Special Meeting, The
- Stone Projects, The
- Summary
- Summary Compensation Table
- Summary Table Regarding Treatment of the Company's Non-Cash Assets
- Summit Transactions
- Surrender of Company Common Stock Certificates
- Table of Contents
- Termination; Fees and Expenses
- The Assignment Agreement
- The Company
- The Film Library
- The Library Sale Agreement
- The Merger Agreement
- The Merger; Effective Time of the Merger
- The Special Meeting
- The Stone Projects
- The Walt Disney Company
- Total Liabilities
- Treatment of Certain Other Projects and Arrangements
- Up Close and Personal
- Vajna
- Vajna/Buyer/Valdina
- Vajna Employment Agreement
- Valdina Corporation N.V
- Visual Effects Facility
- Vote Required
- Walt Disney Company, The
- Warren Braverman
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1 | 1st Page - Filing Submission
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" | Cinergi Pictures Entertainment Inc
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3 | Warren Braverman
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6 | Proxy Statement
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" | For
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" | Introduction
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10 | Table of Contents
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12 | Summary
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" | Parties to the Asset Sales
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" | The Company
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" | The Walt Disney Company
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13 | Background and Reasons for the Library Sale Agreement
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14 | Background and Reasons for the Assignment Agreement
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" | Recommendation of the Board
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15 | The Library Sale Agreement
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" | The Film Library
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" | Treatment of Certain Other Projects and Arrangements
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16 | The Assignment Agreement
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17 | Regulatory Approvals
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" | Accounting Treatment
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" | Certain Federal Income Tax Consequences
|
" | Interests of Certain Persons in the Asset Sales
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18 | Operations of the Company Pending and Following the Asset Sales
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" | Certain Arrangements Concerning Other Assets
|
19 | The Stone Projects
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" | Summit Transactions
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20 | Visual Effects Facility
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" | Parties to the Merger
|
" | Vajna
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" | Valdina Corporation N.V
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21 | Adjustments to Purchase Price
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23 | Basket Adjustment
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" | SGA Sub-Adjustment
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" | Smithee Accounts Receivable Sub-Adjustment
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" | MassIllusion Sub-Adjustment
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24 | Calculation of Purchase Price Adjustment
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27 | Background and Reasons for the Merger
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28 | Recommendation of the Special Committee and the Board; Fairness of the Merger
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29 | Conditions to the Merger; Termination
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30 | Interests of Certain Persons in the Merger
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31 | Severance Arrangements
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" | Other
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32 | Appraisal Rights
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33 | Summary Table Regarding Treatment of the Company's Non-Cash Assets
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37 | The Special Meeting
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" | Record Date and Persons Entitled to Vote at the Special Meeting
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" | Quorum
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" | Vote Required
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38 | Proxies
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50 | An Alan Smithee Film
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51 | Deep Rising
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" | Smoke and Mirrors
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" | Eaters of the Dead
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" | Up Close and Personal
|
" | Representations and Warranties
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54 | Closing Date
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56 | Closing
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" | Appraisal Rights Inapplicable
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57 | Certain Additional Information Regarding Transactions with Disney
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58 | Certain Additional Information Regarding Transactions with Fox
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67 | Special Factors Relating to the Merger
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76 | Vajna/Buyer/Valdina
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" | Purpose and Structure of the Merger
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77 | Operations Pending the Merger
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" | Plans for the Company Following the Merger
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79 | Fees and Expenses
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" | Financing of the Transaction
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82 | Certain Transactions Involving the Company's Common Stock
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83 | Certain Transactions With Vajna and Certain Related Stockholders
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86 | The Merger Agreement
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" | The Merger; Effective Time of the Merger
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" | Conversion of Company Common Stock into Merger Consideration
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90 | Surrender of Company Common Stock Certificates
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91 | Conditions to the Merger
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92 | Agreements of the Company, Buyer, Vajna and Valdina
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94 | Termination; Fees and Expenses
|
" | Amendments; Waivers
|
96 | Rights of Dissenting Stockholders
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99 | Certain Information Regarding the Company
|
" | Business of the Company
|
" | Motion Picture Production and Financing
|
" | Other Production and Distribution Arrangements
|
101 | Employees
|
" | Properties
|
102 | Legal Proceedings
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103 | Market Prices and Dividends on Company Common Stock
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104 | Principal Stockholders of the Company
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105 | Directors and Executive Officers of the Company
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106 | Executive Compensation
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107 | Summary Compensation Table
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110 | Long-Term Incentive Plans -- Awards in Last Fiscal Year
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" | Board Fees
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111 | Vajna Employment Agreement
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112 | Braverman Employment Agreement
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115 | Asset Sales
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" | Assets
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" | Total Liabilities
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119 | Selected Consolidated Financial Data of the Company
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120 | Management's Discussion and Analysis of Financial Condition and Results of Operations
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" | General
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121 | Results of Operations
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125 | Liquidity and Capital Resources
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127 | Certain Tax Matters
|
129 | Index to Financial Statements
|
132 | Condensed Consolidated Statements of Operations
|
" | Revenues
|
135 | Notes to Condensed Consolidated Financial Statements (Unaudited)
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142 | Report of Independent Auditors
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148 | Notes to Consolidated Financial Statements
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150 | Restricted cash
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168 | Appendix A
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209 | Appendix B
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" | Assignment Agreement
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226 | Appendix C
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229 | Article I the Merger
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" | Section 1.1. Merger
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" | Section 1.2. Effects of the Merger
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" | Section 1.3. Certificate of Incorporation and Bylaws
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" | Section 1.4. Directors
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230 | Section 1.5. Officers
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" | Section 1.6. Conversion of Shares
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" | Section 1.7. Adjustments to Purchase Price
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232 | Section 1.8. Stockholders' Meeting of the Company
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233 | Section 1.9. Consummation of the Merger
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" | Article Ii Dissenting Shares; Payment for Shares
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" | Section 2.1. Dissenting Shares
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" | Section 2.2. Payment for Shares
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234 | Section 2.3. Closing of the Company's Transfer Books
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" | Article Iii Representations and Warranties of the Company
|
" | Section 3.1. Corporate Organization
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" | Section 3.2. Capitalization
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235 | Section 3.3. Authority Relative to This Agreement
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" | Section 3.4. Consents and Approvals; No Violations
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236 | Section 3.5. Commission Filings and Financial Statements
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" | Section 3.6. Proxy Statement; Schedule 13E-3
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237 | Section 3.7. No Broker or Finder Fees
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" | Article Iv Representations and Warranties of Buyer and Vajna
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" | Section 4.1. Corporate Organization
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" | Section 4.2. Authority Relative to This Agreement
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" | Section 4.3. Consents and Approvals; No Violations
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238 | Section 4.4. Other Documents; Proxy Statement; Schedule 13E-3
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" | Article V Covenants
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" | Section 5.1. Conduct of Business of the Company
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" | Section 5.2. Notification of Certain Matters
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239 | Section 5.3. Indemnification; Directors' and Officers' Insurance
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" | Section 5.4. Employee Plans
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" | Section 5.5. Warrants
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" | Section 5.6. Publicity
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" | Section 5.7. Best Efforts
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240 | Section 5.8. Termination of Vajna Employment Agreement; Severance Arrangements
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" | Section 5.9. Vajna Receivables
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241 | Section 5.10. Valdina Promissory Note
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" | Article Vi Conditions
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" | Section 6.1. Conditions to Obligation of Each Party to Effect the Merger
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242 | Section 6.2. Conditions to the Obligations of Buyer, Vajna and Valdina to Effect the Merger
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" | Section 6.3. Conditions to the Obligations of the Company
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" | Article Vii Termination, Amendment and Waiver
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" | Section 7.1. Termination
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243 | Section 7.2. Effect of Termination
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" | Section 7.3. Amendment
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" | Section 7.4. Extension, Waiver
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" | Article Viii Miscellaneous
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" | Section 8.1. Non-Survival of Representations, Warranties and Agreements
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" | Section 8.2. Fees and Expenses
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" | Section 8.3. Notices
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244 | Gregory R. Paul
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245 | Section 8.4. Applicable Law
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" | Section 8.5. Interpretation
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" | Section 8.6. Entire Agreement; Assignment
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" | Section 8.7. Severability
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" | Section 8.8. Parties in Interest
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" | Section 8.9. Specific Performance
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" | Section 8.10. Counterparts
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253 | Appendix D
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" | Section 262 of the Delaware General Corporation Law
|