Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment to Form S-4, Registration Statement 177 1.12M
2: EX-3.1 Restated Certificate of Incorporation 53 195K
3: EX-3.2 Amended and Restated By-Laws 9 37K
5: EX-4.11 Security Agreement Dated as of July 17, 1988 71 397K
6: EX-4.12 Subsidiary Security Agreement Dated July 17, 1998 29 135K
7: EX-4.13 Collateral Assignment of Patents, Trademarks Etc. 24 84K
4: EX-4.5 Warrant Agreement 61 243K
8: EX-5.1 Opinion re: Legality 2 13K
9: EX-10.1 Series A Purchase Agreement 61 261K
10: EX-10.2 Series B Purchase Agmt 59 249K
11: EX-10.69 Amendment to Loan and Security Agreement 7 30K
12: EX-10.70 Material Contract 23 79K
13: EX-10.78 Consulting Agreement 6 25K
14: EX-12.1 Statement re: Computation of Ratios 1 13K
15: EX-21.1 List of Subsidiaries of the Registrant 1 7K
16: EX-23.1 Consent of Experts or Counsel 1 8K
17: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 9K
18: EX-25.1 Statement of Eligibilty and Qualification 4 17K
19: EX-99.1 Letter of Transmittal 15 70K
20: EX-99.2 Notice of Guaranteed Delivery 3 17K
21: EX-99.3 Exchange Agent Agreement 10 40K
EX-4.13 — Collateral Assignment of Patents, Trademarks Etc.
Exhibit Table of Contents
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COLLATERAL ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
(SECURITY AGREEMENT)
between
DISCOVERY ZONE, INC.,
DISCOVERY ZONE (CANADA) LIMITED,
DISCOVERY ZONE (PUERTO RICO), INC.
and DISCOVERY ZONE LICENSING, INC.,
as Assignor
and
FIRSTAR BANK OF MINNESOTA, N.A.,
as Assignee
Dated as of July 17, 1998
================================================================================
COLLATERAL ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
(SECURITY AGREEMENT)
COLLATERAL ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
(SECURITY AGREEMENT) dated as of July 17, 1998, between DISCOVERY ZONE, INC., a
Delaware corporation with offices at 565 Taxter Road, Elmsford, New York 10523
("Discovery Zone"), DISCOVERY ZONE (CANADA) LIMITED, an entity organized under
the laws of Ontario, Canada with offices at 565 Taxter Road, Elmsford, New York
10523 ("DZ (Canada) Limited"), DISCOVERY ZONE (PUERTO RICO), INC., a corporation
organized under the laws of Puerto Rico with offices at 565 Taxter Road,
Elmsford, New York 10523 ("DZ Puerto Rico"), DISCOVERY ZONE LICENSING, INC., a
Nevada corporation with offices at 565 Taxter Road, Elmsford, New York 10523
("DZ Licensing" and collectively with Discovery Zone, DZ (Canada) Limited and DZ
Puerto Rico, the "Assignor"), and FIRSTAR BANK OF MINNESOTA, N.A., in its
capacity as trustee under the Indenture (as hereinafter defined), with an office
at 101 East 5th Street, St. Paul, Minnesota 55101 (in such capacity,
"Assignee"). Capitalized terms used in this Agreement which are defined in the
Indenture (as hereinafter defined) shall have the respective meanings given them
in the Indenture, unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, Discovery Zone and Assignee have entered into the
Indenture dated the date hereof (together with all supplements and amendments
thereto and all extensions, renewals, restatements and replacements thereof, the
"Indenture," and such Indenture together with all agreements, instruments and
documents now or hereafter entered into or delivered in connection therewith,
collectively, the "Collateral Agreements"), pursuant to which the Notes were
issued to the Holders;
WHEREAS, certain Security Agreements of even date herewith
between each of the Assignors and the Assignee (collectively, the "Security
Agreement") grants to the Assignee, for the benefit of itself and the ratable
benefit of the holders of the Notes, a security interest in certain of the
Assignor's assets, including, without limitation, its patents, patent rights and
applications therefor, trademarks and applications therefor, copyrights and all
applications and registrations therefor, license rights and goodwill;
NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Assignor agrees as follows:
1. Grant of Security Interest. As security for the complete
and timely payment and satisfaction of Assignor's Obligations to Assignee under
the Indenture and the Notes, Assignor hereby grants to the Assignee, a
continuing security interest in and continuing lien on Assignor's entire right,
title and interest in and to all of the now owned or existing and hereafter
acquired or arising:
a. United States and foreign patents and patent
applications, including, without limitation, the inventions
and improvements described and claimed therein, all patentable
inventions and those patents and patent applications listed on
Schedule A attached hereto and made a part hereof, and the
reissues, divisions, continuations,
renewals, extensions and continuations in-part of any of the
foregoing, and all income, royalties, damages and payments now
and hereafter due and/or payable under any of the foregoing
with respect to any of the foregoing, including, without
limitation, damages and payments for past, present and future
infringements of any of the foregoing and the right to sue for
past, present and future infringements of any of the foregoing
(all of the foregoing United States and foreign patents and
patent applications are sometimes hereinafter individually
and/or collectively referred to as the "Patents");
b. United States and foreign copyrights, rights and
interests in copyrights, works protectable by copyrights,
copyright registrations, and copyright applications,
including, without limitation, the copyright registrations and
applications listed on Schedule B attached hereto and made a
part hereof, and all renewals of any of the foregoing, all
income, royalties, damages and payments now and hereafter due
and/or payable under any of the foregoing, including, without
limitation, damages and payments for past, present and future
infringements of any of the foregoing and the right to sue for
past, present and future infringements of any of the foregoing
(all of the foregoing United States and foreign copyrights are
sometimes hereinafter individually and/or collectively
referred to as the "Copyrights");
c. United States and foreign trademarks, trade names,
corporate names, company names, business names, fictitious
business names, trade styles, service marks, logos, other
business identifiers, prints and labels on which any of the
foregoing have appeared or appear, all registrations and
recordings thereof, and all applications in connection
therewith, including, without limitation, the trademarks and
applications listed on Schedule C attached hereto and made a
part hereof or of any of the foregoing (other than
applications to register a mark under Section 1(b) of the
Lanham Act for which a verified statement of use has not been
filed) (all of the foregoing trademarks, tradenames, service
marks, trademark registrations, service mark registrations,
trademark applications and service mark applications are
sometimes hereinafter individually and/or collectively
referred to as the "Trademarks");
d. any license agreement in which the Assignor is or
becomes licensed to use a Patent, Copyright, Trademark or the
know-how of any other Person including, without limitation,
the license agreements listed on Schedules A, B and C attached
hereto and made a part hereof (all the foregoing are referred
to as the "Licenses"); and
e. the goodwill of the Assignor's business connected
with the use of and symbolized by the Trademarks.
All of the foregoing items set forth in clauses (a) through (e) are hereinafter
referred to collectively as the "Collateral" and shall be included as part of
the definition of Collateral in the Security Agreement. The Security Agreement
and the provisions thereof are hereby incorporated herein in their entirety by
this reference thereto.
2. Assignor's Obligations. Assignor agrees that it will
perform and discharge and remain liable for all its covenants, duties, and
obligations arising in connection with the Collateral
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and any licenses and agreements related thereto. Assignee shall have no
obligation or liability in connection with the Collateral or any licenses or
agreements relating thereto by reason of this Assignment or any payment received
by Assignee relating to the Collateral and Assignee shall not be required to
perform any covenant, duty or obligation of Assignor arising in connection with
the Collateral or any license or agreement related thereto or to take any other
action regarding the Collateral or any such licenses or agreements, except and
only to the extent that Assignee has acquired absolute ownership of the
Collateral upon an exercise of its remedies under Section 5 hereof.
3. Representations and Warranties. Assignor represents and
warrants to Assignee that as of the Issue Date with respect to the Collateral in
existence on such date each such representation and warranty is made: (a)
Assignor is the beneficial and record owner of such Collateral, and no adverse
claims have been made with respect to its title to or the validity of such
Collateral; (b) the trademarks and service marks covered by the Licenses and the
Trademarks as listed on Schedule C are the only trademarks, service marks,
trademark and service mark registrations and applications therefor and the only
trade names and trade styles in which Assignor has any or all right, title and
interest; (c) the patents and patent applications listed on Schedule A are the
only patents and patent applications in which Assignor has any or all right,
title and interest; (d) the copyright registrations and applications listed on
Schedule B are the only copyright registrations and applications in which
Assignor has any or all right, title and interest; (e) no such Collateral is
subject to any existing mortgage, pledge, lien, security interest, lease,
charge, encumbrance, settlement or consent, covenant not to sue, non-assertion
assurance, release or license (by Assignor as licensor), except the security
interest created hereby and under the other Collateral Agreements and except for
any licenses between or among any Assignors and except for Permitted Liens
(including, without limitation, the liens and security interests securing the
Eligible Credit Facility and the Existing Notes); (f) Assignor has performed all
acts and has paid all renewal, maintenance and other fees and taxes required to
maintain each and every registration and application of such Collateral in full
force and effect; (g) no claims have been made against Assignor that the use of
any of the Collateral violates the asserted rights of any third party; (h) to
the best of Assignor's knowledge, no third party is infringing upon any such
Collateral; and (i) concerning Collateral in the United States and regarding the
perfection of the security interest hereunder in the United States, when this
Agreement is filed in and recorded by the United States Patent and Trademark
Office (the "Trademark Office") the United States Copyright Office (the
"Copyright Office") and, other than with respect to Copyrights, UCC-1 Financing
Statements in appropriate form for recordation have been filed in the recording
offices where the Assignor's principal place of business is located and such
other locations required by applicable law, and the Assignee has taken the other
actions contemplated by the Indenture and in this Agreement, this Agreement will
create a legal and valid perfected and continuing lien on and security interest
in the Collateral in favor of Assignee, enforceable against Assignor and all
third parties, subject to no other mortgage, lien, charge, encumbrance, or
security or other interest, except as expressly permitted by the Indenture, the
New Intercreditor Agreements and the other Collateral Agreements.
4. Covenants. Assignor will maintain and renew all items of
Collateral necessary for the conduct of its business and all registrations of
the Collateral necessary for the conduct of its business and will defend the
Collateral against the claims of all persons. Assignor will maintain the same
standards of quality for the goods and services in connection with which the
Trademarks and the trademarks covered by the Licenses are used as Assignor or
such other persons maintained for such goods and services prior to entering into
this Agreement. Assignee shall have the right to enter upon Assignor's premises
at all reasonable times to monitor such quality standards. Assignor shall
promptly notify Assignee if it knows or has reason to know that any of the
Collateral may become subject to any adverse determination or development
(including the institution of
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proceedings) in any action or proceeding in the Trademark Office, the Copyright
Office, or any court. In the event that any of the Collateral is infringed or
diluted by a third party, promptly after the Assignor becomes aware of such
infringement or dilution, Assignor shall take all reasonable actions to stop
such infringement or dilution and protect its exclusive rights in such
Collateral including, but not limited to, the initiation of a suit for
injunctive relief and to recover damages. Without limiting the generality of the
foregoing, Assignor shall not permit the expiration, termination or abandonment
of any Trademark, Patent, Copyright or License used in or necessary for the
conduct of its business without the prior written consent of Assignee. If,
before the Obligations have been satisfied in full, Assignor shall obtain rights
to or be licensed to use any new Trademark, Copyright or Patent not identified
on Schedules A, B or C hereto, the provisions of Section 1 hereof shall
automatically apply thereto and Assignor shall give Assignee prompt notice
thereof in writing.
5. Remedies Upon Default. Whenever any Event of Default shall
occur and be continuing, Assignee shall have all the rights and remedies granted
to it in such event by the Indenture, which rights and remedies are specifically
incorporated herein by reference and made a part hereof. Assignee in such event
may collect directly any payments due to Assignor in respect of the Collateral
and, subject to any limitations imposed under any license agreements
constituting part of the Collateral, may sell, license, lease, assign, or
otherwise dispose of the Collateral in the manner set forth in the Indenture.
Assignor agrees that, in the event of any disposition of the Collateral upon any
such Event of Default which is continuing, it will duly execute, acknowledge,
and deliver all documents necessary or advisable to record title to the
Collateral in any transferee or transferees thereof, including, without
limitation, valid, recordable assignments of the Collateral. In the event an
Event of Default occurs and is continuing, Assignor hereby irrevocably appoints
Assignee as its attorney-in-fact, with power of substitution, to execute,
deliver, and record any such documents on Assignor's behalf. Notwithstanding any
provision hereof to the contrary, during the continuance of an Event of Default,
Assignor may sell merchandise or services bearing the Trademarks, Copyrights and
trademarks or copyrights covered by the Licenses and utilize the Patents and
patents covered by the Licenses in the ordinary course of their respective
business and in a manner consistent with its past practices, until it receives
written notice from Assignee of an intended sale or disposition of the
Collateral. The preceding sentence shall not limit any right or remedy granted
to Assignee with respect to Assignor's inventory and other property under the
Indenture and the Collateral Agreements or any other agreement now or
hereinafter in effect.
6. Power of Attorney. Concurrently with the execution and
delivery hereof, Assignor shall execute and deliver to the Assignee, in the form
of Exhibit 1 hereto, five (5) originals of a Special Power of Attorney for the
implementation of the assignment, sale, license, lease or other disposition of
the Trademarks, Copyrights, Patents and Licenses pursuant to Section 5. Assignor
hereby releases Assignee from any claims, causes of action and demands at any
time arising out of or with respect to any actions taken or omitted to be taken
by Assignee in accordance with Section 5 under the powers of attorney granted
therein, other than actions taken or omitted to be taken through the bad faith,
willful misconduct or gross negligence of Assignee, as determined by a final,
non-appealable order of a court of competent jurisdiction.
7. Cumulative Remedies. The rights and remedies provided
herein are cumulative and not exclusive of any other rights or remedies provided
by law. The security interest granted hereby is granted in conjunction with the
security interest granted to Assignee under the Indenture and Security
Agreement. The rights and remedies of Assignee with respect to the security
interest granted hereby are in addition to those set forth in the Indenture and
other Collateral Agreements and those which are now or hereafter available to
Assignee as a matter of law or equity.
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The exercise by Assignee of any one or more of the rights, powers or remedies
provided for in this Agreement, Indenture and the Security Agreement or now or
hereafter existing at law or in equity shall not preclude the simultaneous or
later exercise by any person, including Assignee, of any or all other rights,
powers or remedies. The rights and remedies provided herein are intended to be
in addition to and not in substitution of the rights and remedies provided by
the Indenture and the Collateral Agreements.
8. Amendments and Waivers. This Agreement may not be modified,
supplemented, or amended, or any of its provisions waived at the request of
Assignor, without the prior written consent of Assignee. Assignor hereby
authorizes Assignee to modify this Agreement by amending the Schedules hereto to
include any future Trademark, Patent or Copyright, additional licenses or other
additional Collateral in the future arising.
9. Waiver of Rights. No course of dealing between the parties
to this Agreement or any failure or delay on the part of any such party in
exercising any rights or remedies hereunder shall operate as a waiver of any
rights and remedies of such party or any other party, and no single or partial
exercise of any rights or remedies by one party hereunder shall operate as a
waiver or preclude the exercise of any other rights and remedies of such party
or any other party. No waiver by Assignee of any breach or default by Assignor
shall be deemed a waiver of any other previous breach or default or of any
breach or default occurring thereafter.
10. Assignment. Each of Discovery Zone, DZ (Canada) Limited
and DZ Puerto Rico have assigned all of its right, title and interest in and to
the Collateral (as of the date of such assignment) to DZ Licensing pursuant to
an Assignment and License Agreement, dated as of July 22, 1997 (the "DZ
Licensing Assignment"). The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties
hereto; provided however, that, except for the DZ Licensing Assignment, no
interest herein or in or to the Collateral may be assigned by Assignor without
the prior written consent of Assignee; and, provided further, that the Assignee
may assign the rights and benefits hereof to any party acquiring any interest in
the Obligations of any part thereof.
11. Further Acts. Assignor shall have the duty to prosecute
diligently any application for the Patents, Trademarks and Copyrights necessary
for the conduct of its business pending as of the date of this Agreement or
thereafter, until the Obligations shall have been paid in full, and to make
applications on material unregistered but registrable trademarks and copyrights
and unpatented or unregistered but patentable or registrable invention;
necessary for the conduct of its business in any location where Assignor does
business and to preserve and maintain all rights in the Collateral necessary for
the conduct of its business. Any expenses incurred in connection with such
applications shall be borne by Assignor. Assignor shall not abandon any right to
file a trademark, service mark application or registration for any trademark,
service mark, copyright, copyright application or patent application or
registration used in or necessary for the conduct of its business, or abandon
any such pending applications or registrations necessary for the conduct of its
business, without the consent of Assignee.
12. Enforcement. Upon Assignor's failure to do so after
Assignee's demand, or upon an Event of Default, Assignee shall have the right
but shall in no way be obligated to bring suit in its own name to enforce the
Trademarks, Patents, Copyrights, Licenses or the trademarks, patents or
copyrights covered by the Licenses, and any license under any of the foregoing,
in which event Assignor shall at the request of Assignee do any and all lawful
acts and execute any and all proper
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documents that may be reasonably requested by Assignee in aid of such
enforcement including, but not limited to, joining as a plaintiff in any such
enforcement action, and Assignor shall promptly, upon demand, reimburse and
indemnify Assignee or its agents for all costs and expenses incurred by Assignee
in the exercise of its rights under this Section 12.
13. Release and Re-Assignment. At such time as all of the
Obligations under the Indenture and the Notes have been satisfied, and the
Collateral Agreements have been terminated, other than upon enforcement of
Assignee's remedies under the Collateral Agreements after an Event of Default,
Assignee will, subject to and in accordance with the applicable terms of the
Indenture, execute and deliver to Assignor all deeds, assignments and other
instruments as may be necessary or proper to release Assignee's lien in the
Collateral and reassign to Assignor any and all rights of Assignee therein which
were granted to Assignee hereunder, subject to any dispositions thereof which
may have been made by Assignee pursuant hereto. No express or implied license
with respect to the Collateral is granted to Assignee under this Agreement and
Assignee shall have no rights in Collateral, except as provided in Section 5 as
explicitly granted therein and as otherwise explicitly granted hereunder in
connection with the security interest granted hereunder.
14. Severability. If any clause or provision of this Agreement
shall be held invalid or unenforceable, in whole or in part, in any
jurisdiction, such invalidity or unenforceability shall attach only to such
clause or provision, or part thereof, in such jurisdiction, and shall not in any
manner affect any other clause or provision in any other jurisdiction.
15. Notices. All notices, requests and demands to or upon
Assignor or Assignee under this Agreement shall be given in the manner
prescribed by the Indenture.
16. Governing Law. This Agreement shall be governed by and
construed, applied, and enforced in accordance with the federal laws of the
United States of America applicable to trademarks, patents and copyrights and
the laws of the State of New York, except that no doctrine of choice of law
shall be used to apply the laws of any other state or jurisdiction.
17. Financing Agreement. This Agreement is one of the
Collateral Agreements.
18. Counterparts. This Agreement may be signed in one or more
counterparts, and by each party in separate counterparts, which, when taken
together, shall constitute one and the same document.
19. Indenture Protections. Notwithstanding any term hereof to
the contrary, the terms of this Agreement applicable to or governing the
Assignee shall in all respects be subject to the terms, benefits and protections
afforded to the Assignee under Article Seven of the Indenture.
20. Intercreditor Agreements. Notwithstanding any term hereof
to the contrary, the terms and conditions of this Collateral Assignment of
Patents, Trademarks and Copyrights (Security Agreement) are in all respects
subject to, and all rights and remedies of the parties hereunder shall be
exercised only in accordance with, the terms, conditions, benefits and
protections contained in the New Intercreditor Agreements with provide that,
among other things, the Lender under the Eligible Credit Facility has a superior
Lien in and to the Collateral senior to the rights of Assignee and the holders
of, and the Collateral Agent regarding, the Existing Note; and the Assignee has
a superior Lien in and to the Collateral senior to the rights of the holders of,
and the Collateral Agent regarding, the Existing Notes.
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21. Notices. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:
if to the Company:
------------------
Discovery Zone, Inc.
565 Taxter Road, 5th Floor
Elmsford, New York 10523
Attn: Chief Executive Officer
Telephone Number: (914) 345-4500
Telecopy Number: (914) 345-4527
with a copy to attn: General Counsel
Telecopy Number: (914) 345-4516
if to the Assignee:
-------------------
Firstar Bank of Minnesota
101 East 5th Street
St. Paul, Minnesota 55101
Attn: Corporate Trust
Telephone Number: (651) 229-2600
Telecopy Number: (651) 229-6415
Each of the Company and the Assignee by written notice to each
other such Person may designate additional or different addresses for notices to
such Person. Any notice or communication to the Company or the Assignee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
faxed; and five calendar days after mailing if sent by registered or certified
mail, postage prepaid (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee).
Any notice or communication mailed to a Holder shall be mailed
to such Holder by first class mail or other equivalent means at such Holder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.
Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.
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IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written.
DISCOVERY ZONE, INC.,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President and Chief Executive Officer
DISCOVERY ZONE (CANADA) LIMITED,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
DISCOVERY ZONE (PUERTO RICO), INC.,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
DISCOVERY ZONE LICENSING, INC.,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
FIRSTAR BANK OF MINNESOTA, N.A.,
solely in its capacity as Trustee and Collateral
Agent under the Indenture,
Assignee
By: /s/ Frank P. Leslie, III
---------------------------------------------
Name: Frank P. Leslie, III
Title: Vice President
SCHEDULE A
PATENTS
ISSUED UTILITY PATENTS
[Enlarge/Download Table]
Type Inventor Application Number Patent Number Issued Date Assignee of Record
---- -------- ------------------ ------------- ------------ ------------------
US Gleeson, et al. 07/845,301 5,167,595 December 1, 1992 Discovery Zone, Inc.
US Petersheim 07/845,414 5,205,748 April 27, 1993 Discovery Zone, Inc.
US Petersheim, et al. 07/845,119 5,405,304 April 11, 1995 Discovery Zone, Inc.
US Gleeson, et al. 08/097,494 5,425,677 June 20, 1995 Discovery Zone, Inc.
US Gutterman, et al. 08/316,700 5,482,565 January 9, 1996 Discovery Zone, Inc.
US Weimer, et al. 08/184,513 5,499,641 March 19, 1996 Discovery Zone, Inc.
US Weimer, et al. 08/472,086 5,542,440 June 7, 1995 Discovery Zone, Inc.
US Weimer, et al. 08/475,314 5,529,082 June 7, 1995 Discovery Zone, Inc.
US Weimer, et al. 08/475,317 5,546,967 June 7, 1995 Discovery Zone, Inc.
UTILITY PATENT APPLICATIONS
[Download Table]
Type Inventor Number Filing Date Status Assignee of Record
---- -------- ------ ------------ ------ ------------------
PCT Weimer, et al. WO95/19854 January 20, 1995 ABANDONED
US Petersheim, et al. 08/191,431 February 3, 1994 ABANDONED
US Huffmann, et al. 08/791,873 January 31, 1997 pending
ISSUED DESIGN PATENTS
[Enlarge/Download Table]
Type Inventor Application No. Design No. Filing Date Assignee of Record
---- -------- --------------- ---------- ------------ ------------------
US Petersheim, et al. 07/828,587 D342,115 January 30, 1992 Discovery Zone, Inc.
US Warren 07/828,588 D349,964 January 30, 1992 Discovery Zone, Inc.
US Gleeson 07/828,589 D340,100 January 30, 1992 Discovery Zone, Inc.
US Gleeson 07/828,590 D339,387 January 30, 1992 Discovery Zone, Inc.
US Warren, et al. 07/828,594 D340,099 January 30, 1992 Discovery Zone, Inc.
US Gleeson, et al. 07/828,595 D340,274 January 30, 1992 Discovery Zone, Inc.
US Warren, et al. 07/830,268 D340,498 February 4, 1992 Discovery Zone, Inc.
US Warren 07/830,269 D340,102 February 4, 1992 Discovery Zone, Inc.
US Ingold, et al. 07/830,270 D340,101 February 4, 1992 Discovery Zone, Inc.
US Petersheim 07/830,272 D341,644 February 4, 1992 Discovery Zone, Inc.
US Petersheim 07/831,040 D340,098 February 4, 1992 Discovery Zone, Inc.
US Petersheim 07/834,506 D344,317 February 15, 1994 Discovery Zone, Inc.
US Petersheim 07/834,507 D343,670 January 25, 1994 Discovery Zone, Inc.
US Weimer, et al. 29/010,196 D360,715 June 29, 1993 Discovery Zone, Inc.
US Strawcutter, et al. 29/010,728 D358,190 July 15, 1993 Discovery Zone, Inc.
US Matsch 07/518,821 D328,939 May 4, 1990 Discovery Zone, Inc.
US Matsch 07/518,839 D328,940 May 4, 1990 Discovery Zone, Inc.
US Matsch 07/533,063 D330,742 June 4, 1990 Discovery Zone, Inc.
US Matsch 07/532,977 D330,744 June 4, 1990 Discovery Zone, Inc.
US Matsch 07/532,978 D330,741 June 4, 1990 Discovery Zone, Inc.
DESIGN PATENT APPLICATIONS
Type Inventor Number Filing Date Assignee of Record.
---- -------- ------ ----------- -------------------
US Matsch 07/933,529 ABANDONED
US Petersheim, et al. 29/011,036 ABANDONED
US Matsch 07/698,068 ABANDONED
SCHEDULE B
COPYRIGHTS
COPYRIGHT REGISTRATIONS
[Enlarge/Download Table]
Country Title Number Date Assignee of Record
------- ----- ------ ---- ------------------
US We make happy... TX 3277072 March 9, 1992 Discovery Zone Licensing, Inc.
US Horizone... TX3334160 March 14, 1992 Discovery Zone Licensing, Inc.
US Discover How Fit... TX3306053 March 9, 1992 Discovery Zone Licensing, Inc.
US Employee Handbook TX3306918 April 27, 1992 Discovery Zone Licensing, Inc.
US Hiring/Recruiting Manual TX3306504 March 9, 1992 Discovery Zone Licensing, Inc.
US 1991 Kids PA564669 March 9, 1992 Discovery Zone Licensing, Inc.
US Discover an Investment... TX3285922 March 9, 1992 Discovery Zone Licensing, Inc.
US Let Your Kids Bounce... TX3299596 March 9, 1992 Discovery Zone Licensing, Inc.
US At Discovery Zone, Every... TX3299592 March 9, 1992 Discovery Zone Licensing, Inc.
US The Place For Kids... TX3299598 March 9, 1992 Discovery Zone Licensing, Inc.
US Let Your Kids Climb... TX3299593 March 9, 1992 Discovery Zone Licensing, Inc.
US Bring Your Kids... TX3299594 March 9, 1992 Discovery Zone Licensing, Inc.
US The Opportunity for TX3299599 March 9, 1992 Discovery Zone Licensing, Inc.
Investment...
US Fitness Fun... TX3299597 March 9, 1992 Discovery Zone Licensing, Inc.
US Tell Your Kids... TX3299591 March 9, 1992 Discovery Zone Licensing, Inc.
US Welcome to Discovery... TX3276556 March 9, 1992 Discovery Zone Licensing, Inc.
US The Perfect Destination... TX3277110 March 9, 1992 Discovery Zone Licensing, Inc.
US Discovery How Fit... TX3299595 March 9, 1992 Discovery Zone Licensing, Inc.
US Discovery Zone... TX3153744 July 11, 1991 Discovery Zone Licensing, Inc.
APPLICATIONS FOR COPYRIGHT REGISTRATION
[Enlarge/Download Table]
Country Title Number Date Assignee of Record
------- ----- ------ ---- ------------------
US Z-Bop - robot character TX 3277072 March 9, 1992 Discovery Zone Licensing, Inc.
Schedule C
Trademarks
Country Mark Registration No. (RV) Class
Serial No. (S)
Australia DISCOVERY ZONE (R) 553185 41
Australia Discovery Zone Logo (R) 553186 41
Puerto Rico DISCOVERY ZONE (R) 345 41
United States Discovery Zone Logo (R) 1,619,865 16
United States DISCOVERY ZONE (R) 1,619,867 16
United States Discovery Zone Logo (R) 1,620,069 25
United States DISCOVERY ZONE (R) 1,620,087 25
United States Discovery Zone Logo (R) 1,620,486 41
United States DISCOVERY ZONE (R) 1,620,487 41
United States Discovery Zone Logo (R) 1,639,186 28
United States DISCOVERY ZONE (R) 1,639,187 28
United States FUNBELIEVABLE (R) 1,808,035 41
United States Robot Design (R) 1,816,211 41
United States Z-BOP (R) 1,827,776 41
United States WHERE KIDZ (R) 1,835,777 41
WANNA BEI
United States DZ (R) 1,847,478 41
United States DZ (R) 1,850,362 25
United States WEEBODIES (R) 1,871,651 41
United States DZ DINER (R) 1,871,739 42
United States PHONE THE ZONE (R) 1,949,543 41
United States KIDZ WATCH (R) 1,953,607 41
United States CHICKEN (R) 1,958,271 29
DINOBITES
United States DISCOVER ZONE (R) 1,976,126 41
and Tube Design
United States STARTER ZONE (R) 1,991,068 41
United States SKILL ZONE (R) 1,991,069 41
United States TAKE ME HOME (R) 1,992,959 41
ZONE
Country Mark Registration No. (RV) Class
Serial No. (S)
United States MINI ZONE (R) 1,992,690 41
United States FUNSITTERS (R) 2,000,077 42
United States ZONE BRAIN (R) 2,011,598 41
United States IMAGINACTION (R) 2,012,590 41
United States MEGA ZONE (R) 2,020,317 41
United States THE FREEDOM (R) 2,025,727 42
YOU WANT, THE
FUN THEY LOVE!
United States DISCOVERY ZONE (S) 74/711,695 14
United States Discovery Zone Logo (S) 74/712,805 14
United States DISCOVERY ZONE (S) 74/720,947 16
United States DZ (S) 75/410,719 28
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President and CEO of DISCOVERY ZONE, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE (CANADA) LIMITED, the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE (PUERTO RICO), INC., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE LICENSING, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Frank P.
Leslie, to me known, who being by me duly sworn, did depose and say that he is
the Vice President of Firstar Bank of Minnesota, N.A., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Wendy W. Tinkler
-----------------------------
Notary Public
[SEAL]
EXHIBIT 1
SPECIAL POWER OF ATTORNEY
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, THAT DISCOVERY ZONE, INC., a Delaware
corporation with its principal office at 565 Taxter Road, Elmsford, New York
10523 (hereinafter called "Assignor"), hereby appoints and constitutes Firstar
Bank of Minnesota, N.A. (hereinafter called "Assignee") its true and lawful
attorney, with full power of substitution, and with full power and authority to
perform the following acts on behalf of Assignor:
1. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to: (i) any
trademarks, trade names and service marks, and all registrations, renewals,
recordings and all pending applications therefor, and all licenses therefor;
(ii) any patents and patent applications and patentable inventions and the
reissues, divisions, continuations, renewals, extensions and continuations in
part and all licenses therefor; and (iii) any copyrights, copyright
applications, rights and interests in copyrights, works protectable by
copyrights and all renewals therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other formality with respect to,
the foregoing, to execute and deliver any and all agreements, documents,
instruments of assignment or other papers necessary or advisable to effect such
purpose; and
2. To execute any and all documents, statements, certificates or other
papers necessary or advisable in order to obtain the purposes described above as
Assignee may in its sole discretion determine.
This power of attorney is made pursuant to a Collateral Assignment of
Patents, Trademarks and Copyrights (Security Agreement) dated the date hereof,
between Assignor and Assignee and takes effect solely for the purposes of
Section 5 thereof and is subject to the conditions thereof and may not be
revoked until the payment in full of all "Obligations" as defined in such
security agreement.
Dated as of July 17th, 1998
DISCOVERY ZONE, INC.,
Assignor
By: /s/ Scott W. Bernstein
--------------------------------------------
Name: Scott W. Bernstein
Title: President and Chief Executive Officer
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President and CEO of DISCOVERY ZONE, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
[SEAL]
EXHIBIT 1
SPECIAL POWER OF ATTORNEY
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, THAT DISCOVERY ZONE (CANADA)
LIMITED, a corporation organized under the laws of Canada, with its principal
office at 565 Taxter Road, Elmsford, New York 10523 (hereinafter called
"Assignor"), hereby appoints and constitutes Firstar Bank of Minnesota, N.A.
(hereinafter called "Assignee") its true and lawful attorney, with full power of
substitution, and with full power and authority to perform the following acts on
behalf of Assignor:
1. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to: (i) any
trademarks, trade names and service marks, and all registrations, renewals,
recordings and all pending applications therefor, and all licenses therefor;
(ii) any patents and patent applications and patentable inventions and the
reissues, divisions, continuations, renewals, extensions and continuations in
part and all licenses therefor; and (iii) any copyrights, copyright
applications, rights and interests in copyrights, works protectable by
copyrights and all renewals therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other formality with respect to,
the foregoing, to execute and deliver any and all agreements, documents,
instruments of assignment or other papers necessary or advisable to effect such
purpose; and
2. To execute any and all documents, statements, certificates or other
papers necessary or advisable in order to obtain the purposes described above as
Assignee may in its sole discretion determine.
This power of attorney is made pursuant to a Collateral Assignment of
Patents, Trademarks and Copyrights (Security Agreement) dated the date hereof,
between Assignor and Assignee and takes effect solely for the purposes of
Section 5 thereof and is subject to the conditions thereof and may not be
revoked until the payment in full of all "Obligations" as defined in such
security agreement.
Dated as of July 17th, 1998
DISCOVERY ZONE (CANADA) LIMITED,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE (CANADA) LIMITED, the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
[SEAL]
EXHIBIT 1
SPECIAL POWER OF ATTORNEY
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, THAT DISCOVERY ZONE (PUERTO RICO),
INC., a corporation organized under the laws of Puerto Rico with its principal
office at 565 Taxter Road, Elmsford, New York 10523 (hereinafter called
"Assignor"), hereby appoints and constitutes Firstar Bank of Minnesota, N.A.
(hereinafter called "Assignee") its true and lawful attorney, with full power of
substitution, and with full power and authority to perform the following acts on
behalf of Assignor:
1. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to: (i) any
trademarks, trade names and service marks, and all registrations, renewals,
recordings and all pending applications therefor, and all licenses therefor;
(ii) any patents and patent applications and patentable inventions and the
reissues, divisions, continuations, renewals, extensions and continuations in
part and all licenses therefor; and (iii) any copyrights, copyright
applications, rights and interests in copyrights, works protectable by
copyrights and all renewals therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other formality with respect to,
the foregoing, to execute and deliver any and all agreements, documents,
instruments of assignment or other papers necessary or advisable to effect such
purpose; and
2. To execute any and all documents, statements, certificates or other
papers necessary or advisable in order to obtain the purposes described above as
Assignee may in its sole discretion determine.
This power of attorney is made pursuant to a Collateral Assignment of
Patents, Trademarks and Copyrights (Security Agreement) dated the date hereof,
between Assignor and Assignee and takes effect solely for the purposes of
Section 5 thereof and is subject to the conditions thereof and may not be
revoked until the payment in full of all "Obligations" as defined in such
security agreement.
Dated as of July 17, 1998
DISCOVERY ZONE (PUERTO RICO), INC.,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE (PUERTO RICO), INC., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
[SEAL]
EXHIBIT 1
SPECIAL POWER OF ATTORNEY
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, THAT DISCOVERY ZONE LICENSING,
INC., a Nevada corporation, with its principal office at 565 Taxter Road,
Elmsford, New York 10523 (hereinafter called "Assignor"), hereby appoints and
constitutes Firstar Bank of Minnesota, N.A. (hereinafter called "Assignee") its
true and lawful attorney, with full power of substitution, and with full power
and authority to perform the following acts on behalf of Assignor:
1. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to: (i) any
trademarks, trade names and service marks, and all registrations, renewals,
recordings and all pending applications therefor, and all licenses therefor;
(ii) any patents and patent applications and patentable inventions and the
reissues, divisions, continuations, renewals, extensions and continuations in
part and all licenses therefor; and (iii) any copyrights, copyright
applications, rights and interests in copyrights, works protectable by
copyrights and all renewals therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other formality with respect to,
the foregoing, to execute and deliver any and all agreements, documents,
instruments of assignment or other papers necessary or advisable to effect such
purpose; and
2. To execute any and all documents, statements, certificates or other
papers necessary or advisable in order to obtain the purposes described above as
Assignee may in its sole discretion determine.
This power of attorney is made pursuant to a Collateral Assignment of
Patents, Trademarks and Copyrights (Security Agreement) dated the date hereof,
between Assignor and Assignee and takes effect solely for the purposes of
Section 5 thereof and is subject to the conditions thereof and may not be
revoked until the payment in full of all "Obligations" as defined in such
security agreement.
Dated as of July 17th, 1998
DISCOVERY ZONE LICENSING, INC.,
Assignor
By: /s/ Scott W. Bernstein
---------------------------------------------
Name: Scott W. Bernstein
Title: President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott
Bernstein, to me known, who being by me duly sworn, did depose and say that he
is the President of DISCOVERY ZONE LICENSING, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
/s/ Christine Dionne
-----------------------------
Notary Public
[SEAL]
Dates Referenced Herein and Documents Incorporated by Reference
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