Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EXHIBIT 10.2
EMPLOYMENT ASSUMPTION AGREEMENT
THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered
into as of July 31, 1997, by and among Saban Entertainment, Inc., a Delaware
corporation ("Saban"), Fox Kids Worldwide, Inc., a Delaware corporation ("FKWW")
and Mel Woods ("Employee").
R E C I T A L S
- - - - - - - -
A. Employee is a party to that certain Employment Agreement entered
into as of June 1, 1994, with Saban (the "Saban Employment Agreement").
B. On June 11, 1997, FKWW, Saban, Fox Broacasting Company, Inc., a
Delaware corporation ("FBC"), Fox Broadcasting Sub, Inc., a Delaware corporation
("Fox Broadcasting Sub"), Allen & Company Incorporated, a New York corporation
("Allen"), Haim Saban and the other stockholders of Saban entered into that
certain Agreement pursuant to which FBC, Fox Broadcasting Sub, Allen, Haim Saban
and the other SEI Stockholders would contribute to FKWW stock of Saban and FCN
Holding for stock of FKWW, such that FKWW will own the business and operations
of Saban, FCN Holding, and of all of their respective subsidiaries (the
"Reorganization").
C. As part of the Reorganization, FKWW desires to assume, and
Employee desires FKWW to assume, the obligations of Saban under the Saban
Employment Agreement.
D. In order to confirm such assumption, FKWW, Saban and Employee
have agreed to execute and deliver this Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, the parties hereby
agree as follows:
1. Employment and Assumption. FKWW hereby employs Employee to render
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services as President, Chief Operating Officer and Chief Financial Officer of
FKWW, pursuant to the same terms and conditions of the Saban Employment
Agreement, and FKWW hereby assumes all the duties and obligations of Saban
arising from and in connection with the Saban Employment Agreement. This
assumption shall not affect the calculation of the Contingent Bonus pursuant to
Section 5(b) and 5(c) of the Saban Employment Agreement, and, for purposes of
this Agreement, the term "Company" in the second sentence of Section 5(b), and
in Section 5(c), shall continue to refer to Saban Entertainment, Inc. In
addition, after this assumption, for purposes of
determining the fair market value of the Option Shares pursuant to Section
5(f)(ix) and 5(f)(xii) of the Saban Employment Agreement, the fair market value
of International Family Entertainment, Inc. ("IFE") shall be equal to the
acquisition price paid for IFE by FKWW, subject only to adjustment (using a
valuation multiplier derived from the acquisition price) for the actual
performance of IFE (compared with currently projected performance) subsequent to
the acquisition by FKWW.
2. Governing Laws. This Agreement has been executed and delivered in the
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State of California and shall be governed by, and construed in accordance with,
the substantive laws of the State of California.
3. Assigns. This Agreement and all representations, warranties, powers
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and rights herein contained or resulting therefrom are binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
SABAN ENTERTAINMENT, INC.
By: /s/ Haim Saban
----------------
Name: Haim Saban
Title: Chief Executive Officer
FOX KIDS WORLDWIDE, INC.
By: /s/ Haim Saban
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Name: Haim Saban
Title: Chief Executive Officer
EMPLOYEE:
/s/ Mel Woods
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Mel Woods
2
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 7/31/97 | | 1 |
| | 6/11/97 | | 1 |
| | 6/1/94 | | 1 |
| List all Filings |
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