Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Fox Kids Worldwide, Inc. Form S-1 159 914K
2: EX-3.1 Certificate of Incorporation 2 16K
3: EX-3.2 Restated Certificate of Incorporation 13 68K
4: EX-3.3 Bylaws of Registrant 21 87K
5: EX-10.1 Strategic Stock Holders Agreement Dated 12/22/95 46 150K
14: EX-10.10 Shuki Levy Employment Agreement Dated 9/1/96 31 93K
15: EX-10.11 LLC Formation Agreement Dated 11/1/95 18 61K
16: EX-10.12 Operating Agreement for Fox Kids Dated 12/22/95 35 137K
17: EX-10.13 Amend No. 1 to Operating Agreement Dated 9/26/96 4 16K
18: EX-10.15 Asset Assignment Agreement Dated 12/22/95 42 140K
19: EX-10.16 Management Agreement Dated 12/22/95 10 29K
20: EX-10.17 Stock Ownership Agreement Dated 12/22/95 12 39K
21: EX-10.18 Amend No. 1 to Stock Ownership Agreement 9/26/96 6 18K
6: EX-10.2 Amend No. 1 to Stockholders Agreement 2/26/96 2 12K
22: EX-10.20 Form of Fox Broadcasting Station Affiliate Agrmnt 11 47K
7: EX-10.3 Amend No. 2 to Stockholders Agreement 9/26/96 12 37K
8: EX-10.4 Amendment No. 3 to Strategic Stockholders Agmt. 10 32K
9: EX-10.5 Form of Indemnification Agreement 10 46K
10: EX-10.6 1996 Stock Incentive Plan 37 122K
11: EX-10.7 Hiam Saban Employment Agreement Dated 12/22/95 9 37K
12: EX-10.8 Margaret Loesch Employment Agreement - 1/1/96 32 108K
13: EX-10.9 Mel Woods Employment Agreement Dated 6/1/94 25 82K
EXHIBIT 10.16
MANAGEMENT AGREEMENT
This Management Agreement (the "Agreement") is made and entered into as of
December 22, 1995, by and among FOX KIDS WORLDWIDE, L.L.C., a Delaware limited
liability company (the "Management Company"), Saban Entertainment, Inc., a
Delaware corporation ("SEI"), and FCNH Sub, Inc., a Delaware corporation ("FCNH
Sub").
R E C I T A L S
- - - - - - - -
A. The stockholders of SEI and the parent corporation of FCNH Sub,
in order to maximize the long-term strategic values of their respective
corporations, have determined that it would be in their respective best
interests to achieve this objective by entering into a strategic alliance for
the purpose of sharing with each other their respective strengths, to the mutual
benefit of all of them, and, in connection therewith, SEI, FCN Holding, Inc., a
Delaware corporation ("FCNH") and Fox Broadcasting Company, Inc., a Delaware
corporation ("FBC"), have formed the Management Company.
B. SEI desires to appoint and retain the Management Company to provide
advice, assistance and services to SEI in the manner and on the terms
hereinafter set forth.
C. FCNH Sub desires to appoint and retain the Management Company to
provide advice, assistance and services to FCNH Sub in the manner and on the
terms hereinafter set forth.
D. The Management Company desires to perform such services in the manner
and on the terms and conditions hereinafter set forth.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Irrevocable Engagement of Management Company.
--------------------------------------------
(a) By SEI. SEI irrevocably appoints, employs and retains the
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Management Company to manage, control and supervise, in all respects and
particulars, SEI, and, acting through the Board of Directors, officers and
employees of SEI, the current and future Subsidiaries of SEI, and the business,
activities, operations, assets, obligations and liabilities of SEI and such
Subsidiaries.
The rights, powers and duties of the Management Company hereunder shall, to the
maximum extent permitted by law, and subject to any contractual obligations of
SEI, include any and all rights, powers and obligations with respect to SEI
which, under Delaware law, are granted to the shareholders, board of directors
and/or executive officers of SEI; and SEI hereby assigns and delegates to the
Management Company all of such rights, powers and obligations. The Management
Company accepts such appointment, and agrees to faithfully perform and render
the services and assume the obligations assigned and delegated to it as
hereinabove and elsewhere herein provided.
(b) By FCNH Sub. FCNH Sub irrevocably appoints, employs and retains
-----------
the Management Company to manage, control and supervise, in all respects and
particulars, FCNH Sub and, acting through the Board of Directors, officers and
employees of FCNH Sub, the current and future Subsidiaries of FCNH Sub, and the
business, activities, operations, assets, obligations and liabilities of FCNH
Sub and such Subsidiaries. The rights, powers and duties of the Management
Company shall, to the maximum extent permitted by law, and subject to any
contractual obligations of FCNH Sub or its Subsidiaries, include any and all
rights, powers and obligations with respect to FCNH Sub or its Subsidiaries
which, under Delaware law, are granted to the shareholders, board of directors
and/or executive officers of FCNH Sub and its Subsidiaries; and FCNH Sub and its
Subsidiaries hereby assigns and delegates to the Management Company all of such
rights, powers and obligations. The Management Company accepts such appointment,
and agrees to faithfully perform and render the services and assume the
obligations assigned and delegated to it as hereinabove and elsewhere herein
provided.
(c) SEI and FCNH; Third Party Beneficiary. SEI and FCNH, the parent
-------------------------------------
of FCNH Sub, are Class B Members of the Management Company, and each has a
significant and substantial interest in assuring the continued validity and
operation of this Agreement. Accordingly, no provision of this Agreement may be
amended or modified in any degree or particular, without the prior written
approval of both SEI and FCNH.
(d) Strategic Stockholders Agreement. In furtherance of the
--------------------------------
assignment and delegation of management rights, powers and obligations pursuant
to this Agreement, the stockholders of SEI, FCNH, FCNH Sub and FBC (which is the
sole stockholder of FCNH) have entered into a Strategic Stockholders Agreement
of even date herewith, providing, inter alia, for such stockholders to take any
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and all actions necessary as stockholders of SEI and FCNH Sub to cause this
Agreement to be fully performed.
2. Services to be Performed. The Management Company shall from time to
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time perform, and undertake to perform, such of the rights, powers and
obligations of SEI and FCNH Sub as are from time
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to time determined to be necessary, appropriate or proper pursuant to the
provisions of the Operating Agreement of the Management Company dated as of the
date hereof, as the same may from time to time be amended (the "Operating
Agreement"). Notwithstanding anything to the contrary contained in this Section
2 or in any other provision of this Agreement, the Management Company shall have
no right or authority to exercise any of the rights of SEI, FCNH or FBC under
the Operating Agreement in their capacity as Members of the Management Company.
3. Compensation. For the services to be rendered by the Management
------------
Company. SEI and FCNH Sub shall pay to the Management Company compensation at
the annual rate from time to time agreed to by SEI and FCNH Sub, on the one
hand, and the Management Company, on the other hand.
4. Term. This Agreement shall remain in effect until the date of
----
termination of the Management Company pursuant to the Operating Agreement.
5. Services of Management Company Not Exclusive. The services of the
--------------------------------------------
Management Company to SEI and FCNH Sub are not to be deemed exclusive, and the
Management Company shall, subject to the terms and provisions of the Operating
Agreement, be free to engage in any other business or to render similar services
to others so long as its services hereunder are not impaired thereby. The
Management Company assumes no responsibility under this Agreement other than to
render the services and undertake the obligations and duties called for
hereunder in good faith.
6. Miscellaneous Provisions.
------------------------
(a) Notices. All notices, demands or other communications hereunder
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shall be in writing and shall be deemed to have been duly given (i) if delivered
in person, upon delivery thereof, or (ii) if mailed, certified first class mail,
postage pre-paid, with return receipt requested, on the fifth day after the
mailing, or (iii) if sent by telex or facsimile transmission, with a copy mailed
on the same day in the manner provided in (ii) above, when transmitted and
receipt is confirmed by telephone or telex or facsimile response, or (iv) if
otherwise actually delivered, when delivered:
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i) if to FCNH Sub:
FCNH Sub, Inc.
10201 West Pico Boulevard
SVP Legal Affairs
Fox Television Group
Los Angeles, CA 90035
Attention: Jay Itzkowitz, Esq.
Fax: (310) 369-2572
With a copy to:
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention: Harry Horowitz, Esq.
Fax: (212) 697-6686
ii) If to SEI:
Saban Entertainment, Inc.
10960 Wilshire Boulevard
Los Angeles, CA 90024
Attention: Haim Saban, Chief Executive Officer
Fax: (310) 235-5108
With a copy to:
Matthew G. Krane, Esq.
2051 Hercules Drive
Los Angeles, CA 90046
Fax: (213) 851-1178
and with a copy to:
Troop Meisinger Steuber & Pasich, LLP
10940 Wilshire Boulevard, Suite 800
Los Angeles, California 90024
Attention: Richard E. Troop, Esq.
Fax: (310) 443-8503
iii) if to the Management Company, to the
registered agent in the State of Delaware and with a copy to:
Troop Meisinger Steuber & Pasich, LLP
10940 Wilshire Boulevard, Suite 800
Los Angeles, California 90024
Attention: Richard E. Troop, Esq.
Fax: (310) 443-8503
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With a copy to:
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention: Harry Horowitz, Esq.
Fax: (212) 697-6686
(b) Governing Law. THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY
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AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE
TO CONTRACTS MADE WITHIN, AND TO BE PERFORMED WITHIN, SUCH STATE, EXCLUDING
CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
(c) No Adverse Construction. The rule that a contract is to be
-----------------------
construed against the party drafting the contract is hereby waived, and shall
have no applicability in construing this Agreement or the terms of this
Agreement.
(d) Costs and Attorneys' Fees. In the event that any action, suit, or
-------------------------
other proceeding is instituted concerning or arising out of this Agreement, the
prevailing party shall recover all of such party's costs, and attorneys' fees
incurred in each and every such action, suit, or other proceeding, including any
and all appeals or petitions therefrom. As used herein, "attorneys' fees" shall
mean the full and actual costs of any legal services actually rendered in
connection with the matters involved, calculated on the basis of the usual fee
charged by the attorneys performing such services, and shall not be limited to
"reasonable attorneys' fees" as defined by any statute or rule of court.
(e) Amendments and Waivers. Neither this Agreement nor any term
----------------------
hereof may be changed, waived, discharged or terminated orally or in writing,
except that any term of this Agreement may be amended and the observance of any
such term may be waived (either generally or in a particular instance and either
retroactively or prospectively) with (but only with) the written consent of all
parties hereto; provided, however, that no such amendment or waiver shall extend
to or affect any obligation not expressly waived or impair any right consequent
therein. No delay or omission to exercise any right, power or remedy accruing to
any party hereto shall impair any such right, power or remedy of such party nor
be construed to be a waiver of any such right, power or remedy nor constitute
any course of dealing or performance hereunder.
(f) Definitions. As used in this Agreement, "Person" includes an
-----------
individual, partnership, trust, corporation, joint venture, limited liability
company, association, government bureau or agency or other entity of whatsoever
kind or nature; and "Subsidiary" of a Person means (i) any corporation of which
equity
5
securities possessing a majority of the ordinary voting power in electing the
Board of Directors are, at the time as of which such determination is being
made, owned by such Person either directly or through one or more Subsidiaries,
and (ii) any Person (other than a corporation) in which such Person, or any
Subsidiary or Subsidiaries, directly or indirectly, has more than a 50%
ownership interest.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FOX KIDS WORLDWIDE, L.L.C.
By: /s/ Haim Saban
------------------------------
Its: _________________________
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SABAN ENTERTAINMENT, INC.
By: /s/ Haim Saban
------------------------------
Haim Saban
Its: Chief Executive Officer
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FCNH Sub, Inc.
By: /s/ Jay Itzkowitz
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Its: Senior Vice President
FCN Holding, Inc.
By: /s/ Jay Itzkowitz
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Its: Senior Vice President
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CONSENT OF STOCKHOLDERS OF SEI AND FCNH SUB.
--------------------------------------------
The undersigned, constituting all of the stockholders of SEI, do hereby
consent to the execution and delivery of the foregoing Management Agreement, and
confirm that such Agreement is, pursuant
to the provisions of Subchapter XIV of the Delaware General Corporation Law, a
valid and fully enforceable agreement.
DATED: _______________ /s/ Haim Saban
-----------------------------------
Haim Saban
QUARTZ ENTERPRISES, L.P.
By: /s/ Stan Golden
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______________________________
MERLOT INVESTMENTS
By: /s/ Bill Josey
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______________________________
SILVERLIGHT ENTERPRISES, L.P.
By: /s/ Mel Woods
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______________________________
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CELIA ENTERPRISES, L.P.
By: /s/ Matthew Krane
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______________________________
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/27/96 | | | | | | | None on these Dates |
| | 12/22/95 | | 1 |
| List all Filings |
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