Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Amendment 2 to Form SB-2 77 488K
4: EX-4.10 Instrument Defining the Rights of Security Holders 33 114K
5: EX-4.11 Instrument Defining the Rights of Security Holders 4 19K
6: EX-4.14 Instrument Defining the Rights of Security Holders 3 15K
7: EX-4.15 Instrument Defining the Rights of Security Holders 2 11K
2: EX-4.8 Instrument Defining the Rights of Security Holders 6 33K
3: EX-4.9 Instrument Defining the Rights of Security Holders 27 102K
8: EX-10.1 Material Contract 14 44K
15: EX-10.10 Material Contract 10 46K
16: EX-10.11 Material Contract 55 185K
17: EX-10.12 Material Contract 4 22K
18: EX-10.13 Material Contract 3 18K
19: EX-10.14 Material Contract 2 15K
9: EX-10.2 Material Contract 11 34K
10: EX-10.3 Material Contract 12 46K
11: EX-10.5 Material Contract 36 158K
12: EX-10.7 Material Contract 2 14K
13: EX-10.8 Material Contract 11 33K
14: EX-10.9 Material Contract 10 31K
20: EX-23.4 Consent of Experts or Counsel 1 8K
EXHIBIT 10.8
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997
Table Of Contents
1. Definitions
1.1 Parties
1.2 Underlying Property
1.3 Series/Episodes
2. Series And Other Productions
2.1 Production Order
2.2 Acquisition/Option
2.3 First and Last
3. Payments
3.1 Per Episode Advance
3.2 Per Episode Payment Schedule
3.3 Per Unit Royalty
4. Production Parameters
4.1 Program Specs
4.2 Clearances
4.3 Delivery
4.4 Cutting/Editing
5. Home Video Distribution
5.1 Territory
5.2 Term
5.3 Initial Broadcast
5.4 Holdbacks
5.5 Home Video Marketing
5.6 Release Requirement
5.7 Residuals
6. Miscellaneous Provisions
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997
Page 2
6.1 Reps And Warranties
6.2 Use By Miramax Of Literary Material
6.3 Actors
6.4 Formal Agreement
TOTAL RECALL
Term Sheet
Miramax w/ Team Entertainment
1. DEFINITIONS
1.1 PARTIES: Team Communications Group, Inc.
doing business as TEAM
Entertainment Group("TEAM") and
Miramax Film Corp. ("Miramax").
1.2 UNDERLYING PROPERTY: All rights of whatever kind and
nature ever acquired by DSL
Entertainment, Inc. and/or any
successor including TEAM with
respect to motion picture "Total
Recall" and underlying rights
thereto.
1.3 SERIES/EPISODES: All episodes of any television
series based on Underlying
Property produced by, in
association with or under
authority of TEAM.
2. SERIES AND OTHER PRODUCTIONS
2.1 PRODUCTION ORDER: TEAM reps and warrants it has, or
prior to start of production and in
any event not later than December
31, 1997 will have, a pay-or-play
order for 22 episodes, intended for
broadcast by first run syndication
on free-over-the-air television or
on a network listed in section 4.1
hereof. TEAM has advised Miramax
that TEAM is partnered with
Alliance Productions, Ltd. which
may serve as a Canadian producer of
series.
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 2
2.2 ACQUISITION/OPTION: Miramax to acquire all forms of
home video rights, now or hereafter
known, to first 26 episodes
broadcast during first TV season.
Miramax to have option to acquire
first season episodes produced but
not broadcast, and first season
episodes in excess of 26 episodes,
as well as successive annual
options to acquire subsequent
season episodes; each option to be
exercisable within ten business
days after notice from TEAM.
Episodes to be minimum 60 minutes
(less commercial time).
2.3 FIRST AND LAST: Miramax to have right of first
negotiation and first refusal with
respect to home video rights in all
other programs and productions
based on Underlying Property
produced by, in association with or
under authority of TEAM, including,
without limitation, television
movies and mini-series not
broadcast as part of a TV season;
such option to be in effect for
programs and productions commenced
during any TV season as to which
Miramax has home video rights to
series episodes, and for a 3 year
tail period after end of last TV
season for which Miramax has home
video rights.
3. PAYMENTS
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 3
3.1 PER EPISODE ADVANCE: Miramax to pay to a designated
TEAM/Alliance joint account,
$118,182 per episode for first
season episodes, 5% bump in second
season, 10% bump in each of third
and subsequent years, all bumps to
be straight (that is, based on
first season hour episode price and
not compounded). Advance to be
recoupable against royalties and
fully cross collateralized
throughout the Territory among all
episodes. TEAM has advised Miramax
that for TEAM's purposes,
allocation of said $118,182 per
episode advance to be $65 K for
U.S. portion of Territory and
$53,182 for non-U.S. portion of
Territory. In each TV season, (x)
license fee for pilot longer than
60 minutes exhibited at start of
season to be at one hour price; (y)
license fee for any other episode
longer than 60 minutes and MOW's
broadcast to be pro-rated based on
basis of $118,182 per hour (or then
applicable hour price).
3.2 PER EPISODE
PAYMENT SCHEDULE: 7 business days after delivery of
each episode to Miramax, so long as
Miramax has received written
notification from TEAM of initial
U.S. broadcast of the first
episode. Payment shall be limited
to no more than thirteen (13)
episodes per quarter, and payment
for episodes in excess of thirteen
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 4
(13) shall be 7 business days after
commencement of the next quarter.
3.3 PER UNIT ROYALTY: 25% of wholesale; 12 1/2% of
wholesale for sell-through ($29.95
or lower).
4. PRODUCTION PARAMETERS
4.1 PROGRAM SPECS: one hour; live action; photographed
on super 16 mm or 35 mm film; in
color; English language; Miramax to
have meaningful consultation re:
all story, creative and production
elements and personnel; if [co]-
financed under CAVCO, Canadian
production to be consistent with
applicable CAVCO guidelines then in
effect; broadcast of program to be
under title "Total Recall" or
substantially similar title;
initial U.S. broadcast to be on
first-run syndication, with
penetration of not less than 70% of
U.S. households, or any of
following networks: ABC, CBS, Fox,
NBC, UPN, TNT, WB, HBO or Showtime
networks; if initial U.S. broadcast
not on first-run syndication or is
on another network, Miramax to have
right to opt out of acquisitions
(or further acquisitions) under
this deal.
4.2 CLEARANCES: TEAM to clear all rights, including
music, on a flat, worldwide basis
for home video for Term set forth
in section 5.2 hereof.
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 5
4.3 DELIVERY: Delivery schedule to include
(without limitation) chain of
title, E&O insurance, music
licenses, music cue sheet, video
transfer, access to all underlying
film or video and sound materials,
publicity materials, etc. Delivery
list to be negotiated in good faith
based on customary delivery for
agreements of this kind.
4.4 CUTTING/EDITING: Subject to contractual and guild
dubbing, doubling and cutting
rights restrictions, Miramax to
have right for home video release
to cut, edit and add material,
combine episodes into longer
programs, change story continuity
(all of foregoing after meaningful
consultation with TEAM), include
more than one episode on one video
device, dub, subtitle, release "out
take", "making of" and "best of"
videos, etc. Miramax to pay costs
of foregoing, including any guild
payments arising solely from
exercise of such cutting/editing
rights.
5. HOME VIDEO DISTRIBUTION
5.1 TERRITORY: Miramax to have home video
distribution rights throughout the
universe (other than Canada, Japan
and Spain). TEAM hereby grants the
rights to Canada to Miramax,
provided that: (a) such grant does
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 6
not compromise Alliance's CAVCO
requirements to produce the series
as a Canadian content program, and;
(b) Alliance and Miramax, prior to
June 1, 1997, reach a mutually
acceptable (to Alliance and
Miramax) distribution agreement for
Canada. If no such agreement is
reached by June 1, 1997, the
aggregate Per Episode Advance set
forth in pragraph 3.1 herein, shall
be reduced by $150,000 (i.e.,
$6818.18 per episode, for 22
episodes) for the first and
subsequent seasons, to compensate
for the loss by Miramax of the
Canadian rights.
5.2 TERM: Distribution term for all episodes
hereunder will expire on the date
22 years after delivery to Miramax
of last episode hereunder. Miramax
to have first negotiation/first
refusal to extend Term.
5.3 INITIAL BROADCAST: Initial episode to be broadcast not
later than first quarter of 1999
television season, failing which
upon notice from TEAM of intended
initial broadcast date, Miramax to
have right to opt out of this deal.
5.4 HOLDBACKS: Miramax not to release an episode
on home video until 45 days after
initial U.S. TV broadcast.
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 7
5.5 HOME VIDEO MARKETING: Miramax to have sole control of
home video marketing, subject to
meaningful consultation with TEAM.
Miramax to comply with billing
block, screen billing, paid
advertisement, name and likeness
(so long as Miramax's prior consent
has been obtained with respect to
such name and likeness
requirements, which consent shall
not be unreasonably withheld), and
other similar requirements of which
TEAM informs Miramax on a timely
basis. Miramax to have approval of
credits in or part of artwork title
on home video boxes.
5.6 HOME VIDEO
RELEASE REQUIREMENT: For each TV season in which minimum
of 22 60-minute episodes are
broadcast, Miramax to release in
U.S. minimum 6 episodes within 6
months after initial broadcast of
22nd episode. In each case of
coupling (2 or more episodes per
cassette), each coupled episode to
count toward the 6; similarly, in
each case of combination of more
than one episode into longer
programs, each episode which is
part of longer program to count
toward the 6. U.S. home video
release to be under Miramax,
Dimension or Buena Vista Home Video
labels.
5.7 RESIDUALS: To be paid by TEAM, except to
extent such residuals result solely
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 8
from exercise of Miramax' cutting/
editing rights.
6. MISCELLANEOUS PROVISIONS
6.1 REPS AND WARRANTIES: TEAM and Miramax each to make
customary reps and warranties for
agreements of this kind.
6.2 USE BY MIRAMAX OF
LITERARY MATERIAL: Miramax to have royalty-free right
to use in and in connection with
Miramax's "Total Recall" motion
picture and related rights, any
literary material created for
program and not included in
Underlying Property, such as new
characters, themes, plots,
settings, dialogue and slogans (as
well as variations of existing
characters, themes, plots,
settings, dialogue and slogans
included in Underlying Property),
subject to guild obligations, if
any.
6.3 ACTORS: TEAM to use good faith efforts to
afford Miramax opportunity to
negotiate motion picture options
with program's principal cast, for
production during hiatus periods.
Under no circumstances will TEAM be
in breach of this agreement because
of its failure to obtain such
opportunity for Miramax.
6.4 FORMAL AGREEMENT: Although the parties intend to
enter in a formal agreement, this
TOTAL RECALL TV SERIES/Term Sheet
As of March 18, 1997 Page 9
is a binding agreement and will
continue to be so unless and until
superseded by a formal agreement.
Agreed to and accepted:
TEAM Entertainment Group
By: /s/ Drew S. Levin
_______________________
Drew S. Levin
President/CEO
Miramax Film Corp.
By: /s/ Cary Granat
_______________________
Its:
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/97 | | 3 | | | | | None on these Dates |
| Filed on: | | 10/14/97 |
| | 6/1/97 | | 8 |
| | 3/18/97 | | 1 | | 11 |
| List all Filings |
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