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 10.9
ACQUISITION AGREEMENT
DATE: May 15, 1997
LICENSORS: Leucadia Film Corp.
535 East South Temple
Salt Lake City UT 84102
(801) 521-1094 Fax (801) 524-1760
LICENSEE: TEAM Entertainment Group.
12300 Wilshire Boulevard Suite 400
Los Angeles CA 90025
(310) 442-3500
Fax (310) 442-3501
PROPERTY: A series of motion pictures more specifically set forth in the
attached schedules, 1 through 5, collectively referred to as
the "Property."
RIGHTS: As more specifically set forth in the attached schedules 1
through 5.
TERRITORY: As more specifically set forth in the attached schedules 1
through 5.
TERM: Fifteen (15) years, commencing upon the date of this agreement.
All contracts currently in place or entered into during the
terms of this agreement must expire by September 22, 2012. Team
Entertainment will supply Leucadia Film Corp. with a copy of all
contracts that Team enters into.
PURCHASE PRICE:
Total purchase price for all rights acquired hereunder
US$870,000 payable as follows:
a. US$87,000 on or before September 19, 1997.
b. US$435,000 upon delivery of all required materials to
Licensor's designated laboratory, and technical and quality
acceptance thereof by said laboratory, but in no event sooner
than October 31, 1997.
c. US$348,000 on or before December 15, 1997.
COPYRIGHT
OWNERSHIP:
Licensor will retain ownership of the copyright of the Property.
COPYRIGHT AND
TRADEMARK
REGISTRATION:
1
Licensor will execute an Instrument of Transfer indicating Licensee's
exclusive distribution rights which may be recorded in the United
States Copyright or other pertinent office. The Licensor will
copyright the Series, if same has not already been accomplished, and
provide documentation of such registrations.
DISTRIBUTION
AND MARKETING
COSTS: All costs of distribution and marketing the Series within the
Licensee's Territory shall be borne by Licensee.
TITLE TO CREATIVE:
Licensee shall retain ownership to all and any creative work done
relative to advertising or marketing of the Property for which it
advances costs, even after the expiration of the term hereof, unless
the actual and verifiable cost of same has been repaid to Licensee by
Licensor, in which case title will revert to Licensor. Licensee will
not use such materials in derogation of Licensor's rights.
FOREIGN LANGUAGE
TRACKS: Licensor shall obtain and retain title to any and all foreign language
tracks made by Licensee during the Term hereof.
ACCESS TO
CREATIVE: Licensor shall have a right to the access and use of Licensee's
creative materials as they relate to the Property during the
Term hereof.
Licensee may have access to any creative materials owned and
previously produced by Licensor for purposes of marketing the
Property, in order to reduce its marketing costs.
CREDITS: Licensee shall use the credit block provided by Licensor as
contractually required in advertising. Licensor shall promptly advise
Licensee in writing of any such requirements.
REPRESENTATIONS
AND WARRANTIES:
1. Licensor controls, and throughout the Term hereof shall control,
performance, exhibition, advertising and all other rights granted to
Licensee hereunder in and to all literary, dramatic and musical
material contained in the Property or upon which the Property is based
and Licensor has obtained all necessary licenses and permissions as
may be required for the full and unlimited exercise of Licensee
throughout the Territory for the Term.
2. All obligations with respect to the Series and the production,
prior distribution and exploitation thereof, including but not limited
to, all salaries, royalties, license fees, service charges and
laboratory charges will be fully paid by Licensor and Licensor does
hereby indemnify Licensee therefor according to the
2
Indemnifications provisions set forth herein. Licensee shall not have
any obligation for past, current or future salaries, royalties and
residuals.
3. All obligations with respect to the Property and the production
thereof, including but not limited to, all salaries, royalties,
license fees, service charges and laboratory charges were fully paid
and Licensor does hereby indemnify Licensee against any and all
residual or royalties payable therefor.
4. Licensor shall deliver, or cause to be delivered, at Licensee's
office, or such other place as Licensee may designate, all delivery
materials specified herein below in a timely fashion.
5. Licensor shall deliver the Property, and each portion thereof, to
Licensee free of liens in the Territory, and does specifically
represent and warrant that there are no liens on the Property and
Licensor will fully indemnify Licensee against any breach of these
representation.
6. Licensor have specifically obtained the requisite releases and
permission as to name, image, voice and likeness of talent appearing
in the Series and on any or all marketing and advertising materials
therefor.
NAME, IMAGE AND
LIKENESS: Licensor have secured permission to use the name, voice, image and
likeness of all talent (as long as same is not for promotion of a
particular consumer product) and directly represents it has the right
to license such usage to Licensor under the terms hereof, and subject
only to limitations of the written requirements submitted (if any) by
Licensor to Licensee simultaneous with the execution hereof.
INDEMNIFICATIONS:
Each party (the "Indemnifying Party") shall indemnify and hold the
other party, its affiliates and their respective employees, officers,
agents, attorneys, stockholders and directors, and their respective
successors, licensee and assigns ("Indemnified Parties") harmless from
and against (and shall pay, as incurred) any and all claims,
proceedings, actions, damages, costs, expenses and other liabilities
and losses of whatever kind or nature ("Claim(s)") incurred by,
threatened against, imposed or filed against any Indemnified Party
caused by any breach (or, with respect to third party claims, any
alleged breach by the Indemnifying Party of any representation,
material term, warranty or agreement hereunder. Neither party shall
settle, compromise or consent to the entry of any judgment in or
otherwise seek to terminate any pending or threatened Claim in respect
of which the Indemnified Party is entitled to indemnification
hereunder, without the prior written consent of the other party;
provided, however, that the Indemnifying Party shall be entitled to
settle any claim without the written consent of the Indemnifying Party
so long as such settlement only involves the payment of money by the
Indemnifying Party and in no way affects any rights of the Indemnified
Party.
3
INSURANCE: Licensor will arrange to secure an Errors and Omissions policy of
insurance with respect to the Property which has limits of not less
than $1,000,000/$3,000,000, with a deductible of not more than
$?0,000. Licensor agrees that Licensee, and its customers shall be
named as an additional insured on said policy.
DELIVERY
MATERIALS: Timely delivery of technically satisfactory versions of the delivery
materials set forth in the attached schedule of delivery materials
shall constitute Delivery hereunder, which Delivery is a condition
precedent to all other terms and conditions of this Deal Memo.:
NOTICES: All notices hereunder shall be in writing, addressed to the party
as indicated below. Any written notice ("Notice") shall be effective
one day after delivery of same. A Notice may be communicated by
facsimile, with printed receipt for transmission thereof, by federal
express or other overnight courier service with proof of personal
delivery thereof, or by certified mail, return receipt requested
with proof of delivery thereof:
All Notices shall be sent to the addresses:
If to Licensee:
TEAM Entertainment Group
12300 Wilshire Boulevard Suite 400
Los Angeles CA 90025
(310)442-3500
Fax (310)442-3501
If to Licensor:
Leucadia Film Corp.
535 East South Temple
Salt Lake City, UT 84102
(801)521-1094
Fax (801)52-1760
With a copy to:
Tomorrow Film Corp.
1453 Third Street Promenade Suite 360
Santa Monica, CA 90401
(310)656-6300
Fax (310)656-6304
ARBITRATION
PROVISION: In the event of any dispute hereunder, the parties will submit the
issued in controversy to binding arbitration at an impartial hearing
conducted by an
arbitration panel according to the American Film Marketing
Association and the rules thereby prescribed.
LIEN ON FILM
ELEMENTS UNTIL
RECOUPMENT: Licensee shall have a sole and first priority lien on the rights
granted under this agreement until such time as the purchase price
paid hereunder is recouped, at which time such lien will be
released.
ASSIGNMENT: The right to payment and/or recoupment hereunder may be assigned,
with prior written notice to Licensor, by Licensee, but the
obligations hereby undertaken may not be assigned by any party
without the prior written consent of all others.
FORCE MAJEURE:
Neither company nor distributor will be liable for failure to
perform its part of this agreement when the failure is due to fire,
flood, strikes, or other industrial disturbances, inevitable
accident, war, riot, insurrection, or other causes beyond the
reasonable control of the parties.
CANCELLATION FOR CAUSE:
Either party may cancel this agreement in the event the other party
is in default of any of the material provisions of this agreement,
and such default is not cured within thirty (30) days of receipt by
such other party of written notice from the party giving notice
specifying the nature of such default and corrective action that may
be taken, if any.
"Licensor:
LEUCADIA FILM CORPORATION
BY: /s/ MONTY MAGLEBY
-----------------------------------
"Licensee"
TEAM ENTERTAINMENT GROUP
BY: /s/ DREW LEVIN
------------------------------------
SCHEDULE 1
AS OF MAY 1997
JAPAN
[Download Table]
TITLES RIGHTS
------ ------
1. ADDRESS UNKNOWN VIDEO
AVAILABLE TV
2. BREAKING FREE VIDEO
AVAILABLE TV
3. COYOTE SUMMER VIDEO
AVAILABLE TV
4. JUST IN TIME VIDEO
AVAILABLE TV
5. JUST LIKE DAD VIDEO
AVAILABLE TV
6. THE GOODBYE BIRD VIDEO
AVAILABLE TV
7. THE PAPER BRIGADE VIDEO
AVAILABLE TV
8. THE WITCHING OF BEN WAGNER VIDEO
AVAILABLE TV
9. THE UNDERCOVER KID VIDEO
AVAILABLE TV
10. WINDRUNNER VIDEO
AVAILABLE TV
11. WISH UPON A STAR VIDEO
AVAILABLE TV
SCHEDULE 2
AS OF MAY 1997
UNITED KINGDOM
[Download Table]
TITLE RIGHTS
----- ------
1. ADDRESS UNKNOWN AVAILABLE TV
2. BREAKING FREE AVAILABLE TV
3. COYOTE SUMMER AVAILABLE TV
4. JUST IN TIME AVAILABLE TV
5. JUST LIKE DAD AVAILABLE TV
6. THE GOODBYE BIRD AVAILABLE TV
7. THE PAPER BRIGADE AVAILABLE TV
8. THE WITCHING OF BEN WAGNER AVAILABLE TV
9. THE UNDERCOVER KID AVAILABLE TV
10. WINDRUNNER AVAILABLE TV
11. WISH UPON A STAR AVAILABLE TV
SCHEDULE 3
AS OF MAY 1997
SCANDINAVIA
[Download Table]
TITLE RIGHTS
----- ------
1. Address Unknown Available TV
2. Breaking Free Available TV
3. Coyote Summer Available TV
4. Just in Time Available TV
5. Just Like Dad Available TV
6. The Goodbye Bird Available TV
7. The Paper Brigade Available TV
8. The Witching of Ben Wagner Available TV
9. The Undercover Kid Available TV
10. Windrunner Available TV
11. Wish Upon a Star Available TV
SCHEDULE 4
AS OF MAY 1997
FRANCE
[Download Table]
TITLES RIGHTS
------ ------
1. Address Unknown Video
Available TV
2. Breaking Free Video
Available TV
3. Coyote Summer Video
Available TV
4. Just in Time Video
Available TV
5. Just Like Dad Video
Available TV
6. The Goodbye Bird Video
Available TV
7. The Witching of Ben Wagner Video
Available TV
8. Windrunner Video
Available TV
Schedule 5
As of May 1997
Spain
[Download Table]
TITLES RIGHTS
------ ------
1. Just in Time Video
Available TV
2. Wish Upon a Star Video
Available TV
Dates Referenced Herein and Documents Incorporated by Reference
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