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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/23/07 West Coast Pictures LLC SC 13D 4:391K Kings Road Entertainment Inc Vintage/FA Hagen Behring Sven Ebeling |
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership HTML 81K
2: EX-1 Underwriting Agreement HTML 143K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 11K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws HTML 17K
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CUSIP
No. ..496162 20 7
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(1)
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Names
of reporting persons.
I.R.S.
Identification Nos. of above persons (entities
only)
West
Coast Pictures, LLC
86-1151730
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(2)
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Check
the appropriate box if a member of a group (see
instructions)
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(3)
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SEC
use only
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(4)
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Source
of funds (see instructions)
AF
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(5)
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Check
if disclosure of legal proceedings is required pursuant to
Items 2(d) or
2(e)
|
o
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(6)
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Citizenship
or place of organization
California
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Number
of Shares
Beneficially
Owned by Each
Reporting
Person
With
|
|
(7)
(8)
(9)
(10)
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Sole
Voting Power
4,450,000(a)
Shared
Voting Power
0
Sole
Dispositive Power
3,990,000(b)
Shared
Dispositive Power
0
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,450,000
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
o
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(13)
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Percent
of Class Represented by Amount in Row (11)
41.8%(c)
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(14)
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. ..496162 20 7
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|
(1)
|
Names
of reporting persons.
I.R.S.
Identification Nos. of above persons (entities
only)
Sven
Ebeling
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|
(2)
|
Check
the appropriate box if a member of a group (see
instructions)
|
|
|
(3)
|
SEC
use only
|
|
|
(4)
|
Source
of funds (see instructions)
PF
|
|
|
(5)
|
Check
if disclosure of legal proceedings is required pursuant
to Items 2(d) or
2(e)
|
þ
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(6)
|
Citizenship
or place of organization
California
|
|
|
Number
of Shares
Beneficially
Owned by Each
Reporting
Person
With
|
|
(7)
(8)
(9)
(10)
|
Sole
Voting Power
4,450,000(a)
Shared
Voting Power
0
Sole
Dispositive Power
3,990,000(b)
Shared
Dispositive Power
0
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,450,000
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See
Instructions)
|
o
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
41.8%(c)
|
|
|
(14)
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. ..496162 20 7
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(1)
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Names
of reporting persons.
I.R.S.
Identification Nos. of above persons (entities
only)
Hagen
Behring
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(2)
|
Check
the appropriate box if a member of a group (see
instructions)
|
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(3)
|
SEC
use only
|
|
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(4)
|
Source
of funds (see instructions)
PF
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(5)
|
Check
if disclosure of legal proceedings is required pursuant to
Items 2(d) or
2(e)
|
o
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(6)
|
Citizenship
or place of organization
Germany
|
|
|
Number
of Shares
Beneficially
Owned by Each
Reporting
Person
With
|
|
(7)
(8)
(9)
(10)
|
Sole
Voting Power
0(a)
Shared
Voting Power
0
Sole
Dispositive Power
460,000(b)
Shared
Dispositive Power
0
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
460,000
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(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
o
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(13)
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Percent
of Class Represented by Amount in Row (11)
4.3%(c)
|
|
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(14)
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Type
of Reporting Person (See Instructions)
IN
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(1)
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West
Coast Pictures, LLC (“West Coast”) is a California limited liability
company located at 6 Coco Place, Pacific Palisades, California
90272. The
principal business of West Coast is to engage in motion picture
development and production. West Coast has not, during the last
five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). West Coast has not, during
the last
five years, been a party to any civil proceeding of a judicial
or
administrative body of competent jurisdiction and as a result of
which it
was or is subject to a judgment, decree, or final order enjoining
future
violations of, or prohibiting or mandating activities with respect
to,
federal or state securities laws or a finding of any violations
with
respect to such laws.
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(c)
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Mr.
Ebeling is currently the sole manager and majority member of
West Coast
Pictures, LLC. Mr.
Ebeling is also a movie producer with sixteen years of experience
in the
motion picture industry. His production credits include serving
as (i)
producer of the 2004 animated family picture “The Nutcracker and the
Mouseking”, which featured the voices of Leslie Nielsen, Eric Idle, Fred
Willard and Robert Hays; (ii) co-executive producer for the 2003
feature
“Wrong Turn”, which starred Eliza Dushku, Emmanuelle Chirqui and Jeremy
Sisto; (iii) co-producer of Nowhere in Africa, which won the
2002 Academy
Award for Best Foreign Language Picture; and (iv) executive producer
of
the 2002 film “The Real Deal”, which starred Daniel Baldwin, Angie
Everhart and Michael Madsen. Mr. Ebeling has previously served
as Managing
Director of Media Cooperation One GmbH which distributed over
one hundred
and sixty (160) movies and television programs on DVD in Germany,
Austria, Switzerland as well as parts of Poland and the Czech
Republic.
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(d)
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In
February 2004, Mr. Ebeling plead guilty in the Local Court of Stuttgart,
Germany to fraud related to the funding of a Stuttgart television
station
in 1996. The court imposed a penalty
of
€7,500
(approx. US$6,000 in February 2004) and sentenced Mr. Ebeling to
one year
and six months imprisonment, which sentence was
suspended.
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(e)
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Mr.
Ebeling has not, during the last five years, been a party to any
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which he was or is subject to a judgment, decree,
or
final order enjoining future violations of, or prohibiting or mandating
activities with
respect to, federal or state securities laws or a finding of any
violations with respect to such
laws.
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(d)
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Mr.
Behring has not, during the last five years, been convicted in
a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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Mr.
Behring has not, during the last five years, been a party to any
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which he was or is subject to a judgment, decree,
or
final order enjoining future violations of, or prohibiting or mandating
activities with respect to, federal or state securities laws or
a finding
of any violations with respect to such
laws.
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(a)
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Pursuant
to the Securities Purchase Agreement, if King’s Road cannot demonstrate
chain of title to the “Kickboxer” film series in a manner satisfactory to
West Coast, King’s Road will issue an additional 550,000 shares of its
common stock to West Coast.
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(d)
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In
the Securities Purchase Agreement, King’s Road agreed to take such actions
as are legally required to allow West Coast to appoint such number
of
individuals designated by West Coast to King’s Road’s Board of Directors
to fill such number of either vacant or newly created seats as
is required
to grant West Coast representation on the Board which is pro rata
with its
shareholding in King’s Road. Initially, West Coast will have the right to
nominate and appoint two members of the current five-person board
of
directors of King’s Road.
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(e)
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In
the Securities Purchase Agreement, King’s Road agreed, as soon as
practicable, but not later than ninety (90) days from November
13, 2007,
to hold a shareholders meeting to: (i) restate King’s Road’s charter to
eliminate the requirement of a classified board of directors; (ii)
restate King’s Road’s bylaws to update and standardize as recommended by
West Coast’s counsel; and (iii) take and ratify any other clean-up
measures recommended by West Coast or its agents.
West Coast is still considering the changes to King’s Road’s charter and
bylaws that it will request.
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(a)
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West
Coast beneficially owns 4,450,000 shares of King’s Road common stock,
which is 41.8% of the outstanding common stock of King’s Road. Mr. Ebeling,
as
the sole manager of West Coast, may also be deemed to beneficially
own the
above-described shares of King’s Road common stock beneficially owned by
West Coast. Mr. Behring is the beneficial owner of 460,000 shares
of King’s Road common stock, which is 4.3% of the outstanding common stock
of King’s Road.
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(b)
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West
Coast has the sole power to vote 4,450,000 shares of King’s Road common
stock (including the right to vote 460,000 shares owned by Mr.
Behring as
a result of an irrevocable proxy) and the sole power to dispose
of
3,990,000 shares of King’s Road common stock.
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| (c) |
The
only transactions in King’s Road common stock effected by any of the
persons named in Item 5(a) during the past 60 days was the acquisition
on
November 13, 2007 of 3,990,000 shares by West Coast and 460,000
shares by
Mr. Behring.
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| Exhibit 1 |
Securities
Purchase Agreement, dated as of October 31, 2007, between King’s Road
Entertainment, Inc. and West Coast Pictures,
LLC.
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/s/
Sven Ebeling
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Name:
Sven Ebeling
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Title:
Manager
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Date:
November 23, 2007
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HAGEN
BEHRING
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Date:
November 23, 2007
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| SVEN EBELING |
| /s/ Sven Ebeling |
|
Date:
November 23, 2007
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| This ‘SC 13D’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/23/07 | |||
| 11/13/07 | 3 | |||
| 10/31/07 | 10QSB, 10QSB/A, 8-K | |||
| 11/13/06 | ||||
| List all Filings | ||||