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 Pre-Effective Amendment to Registration of 142 740K
Securities by a Small-Business Issuer
2: EX-1 Underwriting Agreement 54 225K
3: EX-4.2 Instrument Defining the Rights of Security Holders 31 107K
4: EX-4.3 Instrument Defining the Rights of Security Holders 38 141K
5: EX-4.4 Instrument Defining the Rights of Security Holders 9 46K
6: EX-5 Opinion re: Legality 3 14K
7: EX-9.1 Voting Trust Agreement 6 27K
8: EX-9.2 Voting Trust Agreement 1 10K
9: EX-9.3 Voting Trust Agreement 1 10K
10: EX-9.4 Voting Trust Agreement 1 10K
11: EX-10.1 Material Contract 17 57K
12: EX-10.2 Material Contract 16 57K
13: EX-10.3 Material Contract 13 47K
14: EX-10.35 Material Contract 12 55K
15: EX-10.36 Material Contract 12 55K
16: EX-10.37 Material Contract 12 55K
17: EX-10.38 Material Contract 11 45K
18: EX-10.39 Material Contract 10 40K
19: EX-10.40 Material Contract 1 10K
20: EX-10.41 Material Contract 23 81K
21: EX-10.42 Material Contract 6 22K
22: EX-10.43 Material Contract 5 23K
23: EX-10.44 Material Contract 6 25K
24: EX-10.45 Material Contract 7 30K
25: EX-10.46 Material Contract 2 11K
26: EX-23.1 Consent of Experts or Counsel 1 8K
EX-10.43 — Material Contract
EX-10.43 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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WARNER BROS.
TELEVISION
Sarah Noddings 300 Television Plaza
Vice President Burbank, CA 915-1372
Television Legal Affairs (818) 954-7159
January 24, 1996
VIA FAX #805-495-0016
Sound Source Interactive
Attn: Eugene L. Code
Director, Licensing & Contracts Management
2985 E. Hillcrest Drive, Suite A
Westlake Village, California 91362
Re: Your Letter Dated December 28, 1995 to Warner Bros. Consumer
Products, Attn: Joel Kaplan/Ref: Babylon 5 Contest ("Letter")
Dear Eugene:
Joel forwarded to me for review the above-referenced Letter. This letter
confirms that set forth in your Letter subject to the following clarifications.
For purposes of convenience, the clarifications set forth below will follow the
paragraph headings of the Letter.
THE SWEEPSTAKES: Sound Source's portrayal of Babylon 5 cast members and aliens
in its advertisements is subject to the following: receiving approval of such
use and likenesses, without additional consideration therefor, from such
individuals. In this regard, you will be forwarding shortly to Ken Parks such
information for approval by said individuals. If there are possible variations
regarding said likenesses and the use thereof for the advertisements, then
please forward all at the same time so that approval may be obtained in one
step. Only that approved can be used.
Furthermore, with respect to winning a part as a "non-speaking alien",
certain conditions must be specified. The producer of Babylon 5, John Copeland,
has informed me that a "non-speaking alien" can not have facial or long hair due
to make-up requirements. Therefore, if the winner is not willing to shave
facial hair or cut "long hair", then the winner can not participate as a "non-
speaking alien". In addition, there are no alien outfits that can accommodate a
very large person. If the winner is such a person, then he or she can not be a
"non-speaking alien". The rules and advertisements must make the above
conditions clear (in some reasonable fashion) as well as the fact that "winning
a part" does not mean that the winner will actually appear in the final cut or
an episode when it is broadcast. Such must be subject to
Sound Source Interactive
January 24, 1996
Page 2
producer's requirements and discretion. Accordingly, in the rules and in the
advertisements there should be some disclaimer to the following effect: "The
Winner will have the opportunity to visit the Babylon 5 set and the "chance" to
participate in a Babylon 5 episode as a "non-speaking alien extra" subject to
producers' requirements and discretion." In addition, the rules should also
provide that such opportunity is subject to the winner being available to visit
the Babylon 5 set when the series is in production and an appropriate extra part
is available. All good faith efforts will be made to provide such extra part
for the winner subject to the above understanding.
PRIZES: Again the language "given a non-speaking part as an alien
in a Babylon 5 episode" is subject to the above understanding.
RESPONSIBILITIES
SOUND SOURCE INTERACTIVE:
1. The rules should be specific re: (i) coach "air fare" (ii) lodging
(i.e., two nights, single room/double occupancy), and (iii) the $200 cash
(i.e., it is to cover all other expenses for the winner and guest including
food). Sound Source has agreed to cover the cost of dinner up to $200.00
for two (i.e., for the winner and quest) at a well known California
restaurant.
5. The indemnification should also include the copyright owner of the
programs, characters, etc. which is PTN Consortium, a division of Time
Warner Entertainment Co., L.P., as well as all other affiliated entities.
Also, "all liability" should include attorneys' fees. Please send us a
certificate of insurance to such effect. Skycastle should also indemnify
all entities in connection with the administration of the Sweepstakes.
9. Warner Bros. and Warner Bros. Interactive Entertainment should
approve all materials, not just print advertisements, if Babylon 5, the
characters therefrom or any other trademark names or logos of Time Warner
Entertainment Co., L.P., and/or its affiliated entities, appear.
Additional paragraphs: Sound Source also will provide an additional means
by which one may obtain information on how to enter the Sweepstakes: at
point of purchase locations where Sound Source's software will be sold
(e.g., persons interested in entering will be able to tear off a post card
type form and will be able to read directions on how to enter the
Sweepstakes (e.g., watch Babylon 5 or access the Website
Sound Source Interactive
January 24, 1996
Page 3
referenced below) but no alien (scrambled or unscrambled) will be shown.
Sound Source also will provide and administer The Sound Source Website
referenced below.
WARNER BROS.:
1. Again, this is subject to obtaining the necessary approvals.
2. The transportation Warner Bros. is to provide is between the hotel and
Babylon 5 set.
3. At the Website location address (i.e., the Babylon 5 Website), which
may be accessed on the worldwide web and on America online, persons will be
able to see the scrambled alien each week of the Sweepstakes and will be
able to electronically enter the Sweepstakes by following directions found
at the Website. Such persons also will find information at the Babylon 5
Website on how to access The Sound Source Website where additional
information on the software product prize can be found. Warner Bros. will
convey or otherwise make available to Skycastle all electronic entries
within seventy-two (72) hours following the end of the last day by which
such entries must be received.
Last Sentence: With respect to the "additional 1175 units", it is
acknowledged that the total royalty free units are 2375.
BABYLONIAN PRODUCTIONS:
1. Again, the part is subject to that stated above. Probably the episode
will be one produced for the 1996/97 season.
With respect to Exhibit A, the language "appear in an episode of Babylon 5
as a (non-speaking) alien" is subject to the above and language clarifying same
should so appear. With respect to the "Legal Attributions", the Time Warner
Entertainment Co., L.P. copyright should be 1996 and I imagine the same holds
true for the Sound Source Interactive copyright.
Warner Bros. should approve all Sweepstakes rules before they are issued in
formal form as well as all advertisements which reference the Sweepstakes to
make sure that nothing contained therein is inconsistent with the above
understanding.
Sound Source Interactive
January 24, 1996
Page 4
Finally, all entities involved in the Sweepstakes must comply with all laws
applicable thereto (e.g., it may be necessary for Sound Source to deposit money
into an escrow account equal to the total value of the prizes to be provided by
it. For example, if the value of the Grand Prize to be awarded by Sound Source
is $2,000 (two round trip airfares, etc.) and the 2,000 software products is
$30,000, then Sound Source may have to place into escrow the sum of $32,000.
Also, print advertisements, television promos, etc. should contain the minimum
requisite language to comply with sweepstakes rules (e.g., no consideration
necessary, etc.).
The parties hereto may execute a more formal agreement incorporating the
terms of this letter and the Letter as well as those items customarily included
in a deal of this nature. Pending the finalization and execution of such formal
document, this letter and the Letter shall constitute a binding agreement
between the parties concerning the subject matter hereof.
If the following is your understanding of the agreement, please confirm by
signing below.
We look forward to a very exciting Sweepstakes and worthwhile undertaking.
With best regards,
/s/ Sarah Noddings
Sarah Noddings
SN/syl
cc: Robin Altman
John Copeland
Joel Kaplan
Jim Moloshok
Gary Simon
David Warshawsky
AGREED TO AND ACCEPTED:
PTN Consortium, a Division of Time Sound Source Interactive
Warner Entertainment Co., L.P.
Sound Source Interactive
January 24, 1996
Page 5
By: /s/ [Illegible] By: /s/ Vincent J. Bitetti
----------------------- --------------------
Title: Sr. V.P. Programs Title: CEO
-------------------- -----------------
Acknowledgement by the following entities to
the extent terms of the agreement apply to them:
Babylonian Productions, Inc.
By: /s/ Douglas Netter
-------------------------
Title: President
----------------------
Warner Bros. Interactive Entertainment, a
Division of Time Warner Entertainment Co., L.P.
By: /s/ [Illegible]
-------------------------
Title: V.P. Legal Affairs
----------------------
Warner Bros. Domestic Television Distribution,
a Division of Time Warner Entertainment Co., L.P.
By: /s/ [Illegible]
-------------------------
Title: Dir., Mktg. & Adver.
----------------------
Dates Referenced Herein
| Referenced-On Page |
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This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 5/9/96 | | | | | | | None on these Dates |
| | 1/24/96 | | 1 | | 5 |
| | 12/28/95 | | 1 |
| List all Filings |
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