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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Circle Entertainment Inc (CE) | USOTC:CEXE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Delaware
|
36-4612924
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
None
|
L Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
þ
|
(Do not check if a smaller reporting company)
|
Page
|
|||||
4
|
|||||
10
|
|||||
15
|
|||||
15
|
|||||
15
|
|||||
16
|
|||||
17
|
|||||
18
|
|||||
19
|
|||||
24
|
|||||
25
|
|||||
47
|
|||||
47
|
|||||
48
|
|||||
49
|
|||||
54
|
|||||
56
|
|||||
62
|
|||||
65
|
|||||
66
|
|||||
SIGNATURES
(Restated)
|
71
|
●
|
the Financing Source through an affiliate entered into two long-term leases with the IDL Subsidiaries, pursuant to which the Square Parcel will be developed into an entertainment destination center anchored by an observation wheel (one long-term lease is for 40 years and relates to the destination center, while the other long-term lease is for 99 years and relates to the observation wheel);
|
●
|
the Financing Source through an affiliate provided a construction loan of $50,000,000 to the Parent and the IDL Subsidiaries to finance construction of the center and observation wheel;
|
●
|
The Company Principals (namely Robert F.X. Sillerman, Paul C. Kanavos and Brett Torino) and Charles Whittall (together with the Company Principals, the “Principals”) personally guaranteed $40,000,000 of the loan for construction of the observation wheel, $40,000,000 of the loan for completion of the center (with a several limit of $10,000,000), the destination center lease rent for 5 years from opening and the wheel lease rent for 3 years from opening, and a standard environmental indemnity. To the extent the Company has a pro rata interest, it would be responsible for contributing its pro rata share under a guarantee, but it will not have primary liability to the guaranteed party;
|
●
|
(i) the Company received an 8.5% membership interest in the Parent subject to the terms and conditions of the Parent’s operating agreement (the “Operating Agreement”) into which the Company and the Principals entered on November 16, 2012 and a description of which is set forth in subsection (b) below and (ii) the Company received a commitment from the Project Owner and the IDL Subsidiaries to disburse to the Company certain of the construction loan proceeds they receive from the Financing Source subject to the terms and conditions of the Funding Agreement into which the parties entered on November 16, 2012 and a description of which is set forth in subsection (c) below; and
|
●
|
The Principals and the Company agreed to share with the Financing Source 10% of the profits in excess of $90,000,000 generated from one or more observation wheels in which all or any of them have an ownership interest for 7 years after completion of this destination center and observation wheel.
|
1.
|
The parties to the SkyView™ Agreements have released each other from all obligations thereunder.
|
2.
|
Circle (including, among others, its affiliates, sub-licensees and assigns) will have the right, but not the obligation, to use the SkyView™ escape technology in as many as four (4) wheel amusement rides: one in Orlando, Florida and three (3) others at sites to be designated within 36 months. Each designated site will be protected by a 100 mile geographic radius against competing wheel amusement rides affiliated with the ThrillRides Parties (as well as their affiliates, successors, assigns and other specified persons).
|
3.
|
To the extent that there are any improvements made in the escape system (which may be used exclusively for that purpose), Kitchen will be the owner of such improvements.
|
4.
|
Circle has paid $290,000 towards legal fees purportedly due under the SkyView™ Agreements in connection with protecting Kitchen’s intellectual property through patent filings and certain pending third party litigation and will be required to pay up to an additional $150,000 for related legal fees incurred by Kitchen. Circle has also paid $40,000 to reimburse the ThrillRides Parties for expenses incurred by them under the SkyView™ Agreements.
|
5.
|
Circle paid Kitchen a one-time $4 million royalty in November 2012 upon closing the First Amendment and the related financing transactions with the Financing Source to fund construction of the Orlando project.
|
●
|
Paul Kanavos, our President, is permitted to devote a portion of his time to providing services for or on behalf of Flag Luxury Properties, LLC and to other businesses, so long as he devotes sufficient time to satisfy his work requirements with our company.
|
|
●
|
Mitchell J. Nelson, our Executive Vice President and General Counsel, is permitted to devote a portion of his time to providing services for or on behalf of Viggle Inc., a publicly-traded company, and SFX Holding Corporation, for each of which Mr. Sillerman is the Executive Chairman, Chief Executive Officer and controlling stockholder, and with which we have shared services agreements, and to other businesses, so long as he devotes sufficient time to satisfy his work requirements with our company.
|
●
|
Our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, subject to the right of the stockholders to elect a successor at the next annual or special meeting of stockholders, which limits the ability of stockholders to fill vacancies on our board of directors.
|
|
●
|
Our stockholders may not call a special meeting of stockholders, which would limit their ability to call a meeting for the purpose of, among other things, voting on acquisition proposals.
|
●
|
Our by-laws may be amended by our board of directors without stockholder approval, provided that stockholders may repeal or amend any such amended by-law at a special or annual meeting of stockholders.
|
|
●
|
Our by-laws also provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written action in lieu of a meeting.
|
|
●
|
Our certificate of incorporation does not provide for cumulative voting in the election of directors, which could limit the ability of minority stockholders to elect director candidates.
|
|
●
|
Stockholders must provide advance notice to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
|
|
●
|
Our board of directors may authorize and issue, without stockholder approval, shares of preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire our company.
|
Location
|
Name of Property
|
Type/Use of Property
|
Approximate Size
|
Owned or Leased
|
||||
Las Vegas, NV
|
Corporate Offices
|
Office Operations
|
1,700 sq. ft.
|
Through January 2013
|
||||
New York, NY
|
Corporate Office
|
Executive Offices
|
4,730 sq. ft.
(1)
|
Month-to-Month
|
2012
|
||||||||
High
|
Low
|
|||||||
December 31, 2012
|
$ | 0.14 | $ | 0.05 | ||||
September 30, 2012
|
$ | 0.17 | $ | 0.08 | ||||
June 30, 2012
|
$ | 0.20 | $ | 0.05 | ||||
March 31, 2012
|
$ | 0.10 | $ | 0.05 |
2011
|
||||||||
High
|
Low
|
|||||||
December 31, 2011
|
$ | 0.15 | $ | 0.03 | ||||
September 30, 2011
|
$ | 0.20 | $ | 0.02 | ||||
June 30, 2011
|
$ | 0.40 | $ | 0.11 | ||||
March 31, 2011
|
$ | 0.50 | $ | 0.20 |
Plan Category
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
(b)
Weighted-Average Exercise Price of Outstanding Options Warrants, and Rights
|
(c)
Number of
Securities
Remaining
Available For
Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|||||||||
(#) |
($)
|
(#) | ||||||||||
Equity compensation plans approved by security holders
|
5,563,350 | $ | 3.12 | 9,936,650 | ||||||||
Equity compensation plans not approved by security holders
|
— | — | — |
(amounts in thousands)
|
Year
Ended
December 31,
2012
|
Year
Ended
December 31,
2011
|
Variance
|
|||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Operating expenses (excluding depreciation and amortization and impairment of land)
|
(8,825 | ) | (4,749 | ) | (4,076 | ) | ||||||
Depreciation and amortization
|
(4 | ) | (11 | ) | 7 | |||||||
Income (loss) from operations
|
(8,829 | ) | (4,760 | ) | (4,069 | ) | ||||||
Interest expense, net and other
|
(949 | ) | (517 | ) | (432 | ) | ||||||
Other expense
|
(4,119 | ) | --- | (4,119 | ) | |||||||
Net income (loss)
|
$ | (13,897 | ) | (5,277 | ) | $ | (8,620 | ) |
Page
|
||||
Circle Entertainment Inc.
|
||||
26
|
||||
27
|
||||
28
|
||||
29
|
||||
30
|
||||
31
|
December 31,
2012
|
December 31,
2011
|
|||||||
ASSETS
|
(Restated)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
1,024
|
$
|
577
|
||||
Restricted cash
|
---
|
---
|
||||||
Prepaid expenses and other current assets
|
20
|
98
|
||||||
Total current assets
|
1,044
|
675
|
||||||
Investment in real estate:
|
||||||||
Furniture, fixtures and equipment
|
20
|
18
|
||||||
Capitalized development costs
|
---
|
3,977
|
||||||
Less: accumulated depreciation
|
(15
|
)
|
(11
|
)
|
||||
Net investment in real estate
|
5
|
3,984
|
||||||
Other assets
|
2
|
1,545
|
||||||
Due from related party
|
181
|
---
|
||||||
Total assets
|
$
|
1,232
|
$
|
6,204
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
4,356
|
$
|
4,701
|
||||
Other current liabilities
|
||||||||
Due to related parties
|
898
|
329
|
||||||
Loans from and payable to related parties
|
11,083
|
7,050
|
||||||
Total current liabilities
|
16,337
|
12,080
|
||||||
Other long-term liabilities
|
---
|
---
|
||||||
Total liabilities
|
16,337
|
12,080
|
||||||
Contingently redeemable stockholders’ deficit
|
---
|
---
|
||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $0.01 par value: authorized 75,000,000 shares, 1,500 shares of Series A Preferred, 2,500 shares of Series B Preferred, and 1 share of Non-Voting Designated Stock issued and outstanding at December 31, 2012 and December 31, 2011, respectively
|
||||||||
Common stock, $0.01 par value: authorized 300,000,000 shares, 65,076,161 and 65,076,161 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively
|
651
|
651
|
||||||
Additional paid-in-capital
|
95,607
|
90,939
|
||||||
Accumulated deficit
|
(111,363
|
)
|
(97,466
|
)
|
||||
Total stockholders’ deficit
|
(15,105
|
)
|
(5,876
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
1,232
|
$
|
6,204
|
Consolidated
|
Consolidated
|
|||||||
Year Ended
|
Year Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
|
||||||||
Revenue
|
$
|
---
|
$
|
—
|
||||
Operating expenses:
|
||||||||
Selling, general and administrative expenses
|
3,626
|
4,518
|
||||||
Depreciation and amortization
|
4
|
11
|
||||||
Real estate taxes
|
313
|
231
|
||||||
Write down of capitalized development costs
|
2,589
|
---
|
||||||
Write down of advanced royalty fees
|
1,375
|
---
|
||||||
Write down of license fees
|
922
|
---
|
||||||
Total operating expenses
|
8,829
|
4,760
|
||||||
Income (loss) from operations
|
(8,829
|
)
|
(4,760
|
)
|
||||
Interest income
|
---
|
—
|
||||||
Interest expense
|
(949
|
)
|
(517
|
)
|
||||
Other income (expense)
|
(4,119
|
)
|
—
|
|||||
Income tax expense
|
---
|
—
|
||||||
Net income (loss)
|
$
|
(13,897
|
)
|
$
|
(5,277
|
)
|
||
Basic and diluted income (loss) per share
|
$
|
(0.21
|
)
|
$
|
(0.08
|
)
|
||
Basis and diluted average number of common shares outstanding
|
65,076,161
|
65,076,161
|
Consolidated
|
Consolidated
|
|||||||
Year Ended
|
Year Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Cash flows from operating activities:
|
(Restated)
|
|||||||
Net (loss) income
|
$
|
(13,897
|
)
|
$
|
(5,277
|
)
|
||
Adjustments to reconcile net loss to cash used by operating activities:
|
||||||||
Depreciation and amortization
|
4
|
11
|
||||||
Write down of capitalized development costs
|
2,589
|
---
|
||||||
Write down of advanced royalty fees
|
1,375
|
---
|
||||||
Write down of license fees
|
922
|
---
|
||||||
Reclassified capitalized development costs
|
2,947
|
---
|
||||||
Surrender of accrued salary
|
687
|
---
|
||||||
Share based payments
|
---
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Other current and non-current assets
|
(967
|
)
|
(799
|
)
|
||||
Accounts payable and accrued expenses
|
(126
|
)
|
2,365
|
|||||
Accrued license fees
|
---
|
---
|
||||||
Due to related parties
|
569
|
169
|
||||||
Net cash (used in) provided by operating activities
|
(5,897
|
)
|
(3,531
|
)
|
||||
Cash flows (used in) provided by investing activities:
|
||||||||
Capitalized development costs
|
(1,668
|
)
|
(3,754
|
)
|
||||
Purchase of property and equipment
|
(2
|
)
|
(10
|
)
|
||||
Net cash (used in) provided by investing activities
|
(1,670
|
)
|
(3,764
|
)
|
||||
Cash flows provided by financing activities:
|
||||||||
Proceeds from private placement of units
|
---
|
450
|
||||||
Net contribution received from Funding Agreement
|
3,981
|
---
|
||||||
Loans from related parties
|
4,033
|
7,050
|
||||||
Net cash provided by financing activities
|
8,014
|
7,500
|
||||||
Net increase in cash and equivalents
|
447
|
205
|
||||||
Cash and cash equivalents — beginning of period
|
577
|
372
|
||||||
Cash and cash equivalents — end of period
|
$
|
1,024
|
$
|
577
|
||||
Supplemental cash flow disclosures:
|
||||||||
Cash paid for interest
|
$
|
294
|
$
|
517
|
Preferred Stock
|
Common Stock
|
Additional
|
Stock
Subscription
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-In-Capital
|
Receivable
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance at December 31, 2010
|
3,550
|
$
|
---
|
65,403,876
|
$
|
654
|
$
|
90,486
|
$
|
---
|
$
|
(92,189
|
)
|
$
|
(1,049
|
)
|
||||||||||||||||
Private placement of units
|
450
|
---
|
---
|
---
|
450
|
---
|
---
|
450
|
||||||||||||||||||||||||
Stock subscription receivable
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Stock option expense
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Eliminated amounts of discontinued operations
|
---
|
---
|
(327,715
|
)
|
(3
|
)
|
3
|
---
|
---
|
---
|
||||||||||||||||||||||
Warrant valuation
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Net income
|
---
|
---
|
---
|
---
|
---
|
---
|
(5,277
|
)
|
(5,277
|
)
|
||||||||||||||||||||||
Balance at December 31, 2011
|
4,000
|
---
|
65,076,161
|
651
|
90,939
|
---
|
(97,466
|
)
|
(5,876
|
)
|
||||||||||||||||||||||
Private placement of units
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Stock subscription receivable
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Stock option expense
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Accrued salary surrender
and reversal
|
---
|
---
|
---
|
---
|
687
|
---
|
---
|
687
|
||||||||||||||||||||||||
Net contribution received from the Funding Agreement
|
---
|
---
|
---
|
---
|
3,981
|
---
|
---
|
3,981
|
||||||||||||||||||||||||
Net income
|
---
|
---
|
---
|
---
|
---
|
---
|
(13,897
|
)
|
(13,897
|
)
|
||||||||||||||||||||||
Balance at December 31, 2012
|
4,000
|
---
|
65,076,161
|
651
|
95,607
|
---
|
(111,363
|
)
|
(15,105
|
)
|
●
|
the Financing Source through an affiliate entered into two long-term leases with the IDL Subsidiaries, pursuant to which the Square Parcel will be developed into an entertainment destination center anchored by an observation wheel (one long-term lease is for 40 years and relates to the destination center, while the other long-term lease is for 99 years and relates to the observation wheel);
|
●
|
the Financing Source through an affiliate provided a construction loan of $50,000,000 to the Parent and the IDL Subsidiaries to finance construction of the center and observation wheel;
|
●
|
The Company Principals (namely Robert F.X. Sillerman, Paul C. Kanavos and Brett Torino) and Charles Whittall (together with the Company Principals, the “Principals”) personally guaranteed $40,000,000 of the loan for construction of the observation wheel, $40,000,000 of the loan for completion of the center (with a several limit of $10,000,000), the destination center lease rent for 5 years from opening and the wheel lease rent for 3 years from opening, and a standard environmental indemnity. To the extent the Company has a pro rata interest, it would be responsible for contributing its pro rata share under a guarantee, but it will not have primary liability to the guaranteed party;
|
●
|
The Company received an 8.5% membership interest in the Parent subject to the terms and conditions of the Parent’s operating agreement (the “Operating Agreement”) into which the Company and the Principals entered on November 16, 2012 and a description of which is set forth in subsection (b) below and (ii) the Company received a commitment from the Project Owner and the IDL Subsidiaries to disburse to the Company certain of the construction loan proceeds they receive from the Financing Source subject to the terms and conditions of the Funding Agreement into which the parties entered on November 16, 2012 and a description of which is set forth in subsection (c) below; and
|
●
|
The Principals and the Company agreed to share with the Financing Source 10% of the profits in excess of $90,000,000 generated from one or more observation wheels in which all or any of them have an ownership interest for 7 years after completion of this destination center and observation wheel.
|
1.
|
The parties to the SkyView™ Agreements have released each other from all obligations thereunder.
|
2.
|
Circle (including, among others, its affiliates, sub-licensees and assigns) will have the right, but not the obligation, to use the SkyView™ escape technology in as many as four (4) wheel amusement rides: one in Orlando, Florida and three (3) others at sites to be designated within 36 months. Each designated site will be protected by a 100 mile geographic radius against competing wheel amusement rides affiliated with the ThrillRides Parties (as well as their affiliates, successors, assigns and other specified persons).
|
3.
|
To the extent that there are any improvements made in the escape system (which may be used exclusively for that purpose), Kitchen will be the owner of such improvements.
|
4.
|
Circle has paid $290,000 towards legal fees purportedly due under the SkyView™ Agreements in connection with protecting Kitchen’s intellectual property through patent filings and certain pending third party litigation and will be required to pay up to an additional $150,000 for related legal fees incurred by Kitchen. Circle has also paid $40,000 to reimburse the ThrillRides Parties for expenses incurred by them under the SkyView™ Agreements.
|
5.
|
Circle paid Kitchen a one-time $4 million royalty in November 2012 upon closing the First Amendment and the related financing transactions with the Financing Source to fund construction of the Orlando project.
|
●
|
The shares of Series B Convertible Preferred Stock have an initial stated value of $1,000 per share, which is subject to increase periodically to include accrued and unpaid dividends thereon (as increased periodically, the "Stated Value").
|
●
|
The shares of Series B Convertible Preferred Stock are entitled to receive quarterly cumulative cash dividends at a rate equal to 8% per annum of the Stated Value whenever funds are legally available and when and as declared by the Company’s board of directors. The dividend rights of the Series B Convertible Preferred Stock are on a parity with the dividend rights of the Company’s outstanding Series A Convertible Preferred Stock.
|
●
|
Each share of Series B Convertible Stock is convertible into shares of Company common stock at a conversion prices equal to 120% of the weighted average closing price per share of Company common stock as reported on the Pink Sheets over the 30-day period immediately preceding the applicable date of issuance (the "Conversion Price"). The Conversion Price is subject to adjustment to give effect to dividends, stock splits, recapitalizations and similar events affecting the shares of Company common stock.
|
●
|
The shares of Series B Convertible Preferred Stock are convertible, at the option of the holders, into shares of Company common stock at the Conversion Price if at any time the closing price of the shares of Company common stock is at the Conversion Price for ten (10) consecutive trading days. The shares of Series B Convertible Preferred Stock are convertible each time for a period of 60-days thereafter.
|
●
|
Upon the earlier of: (x) consummation of the Company’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Company generates net proceeds of at least $25 million or (y) the fifth anniversary of the date of their issuance the Series B Convertible Preferred Stock shall automatically convert into the number of shares of Company common stock equal to the then current Stated Value divided by the Conversion Price.
|
●
|
If at any time the closing price of the shares of Company common stock is at least 10 times the applicable weighted average closing price per share of Company common stock as reported on the Pink Sheets over the 30-day period immediately preceding the applicable date of issuance of a particular share of Series B Convertible Preferred Stock for fifteen (15) consecutive trading days, the Company may redeem the outstanding Series B Convertible Preferred Stock at the then current Stated Value. The shares of Series B Convertible Preferred Stock are redeemable each time in whole or in part for a period of 120-days thereafter.
|
●
|
The shares of Series B Convertible Preferred Stock are senior in liquidation preference to the shares of Company common stock and on parity with the Company’s outstanding Series A Convertible Preferred Stock.
|
●
|
The shares of Series B Convertible Preferred Stock vote on an as-converted to common stock basis as a class with the outstanding shares of Company common stock and the Company’s outstanding Series A Convertible Preferred Stock (on an as-converted to common stock basis) (except as otherwise required by the Series B Certificate of Designation or applicable law).
|
●
|
The consent of the holders of 51% of the outstanding shares of Series B Convertible Preferred Stock shall be necessary for the Company to: (i) increase the authorized number of shares of Series B Convertible Preferred Stock or alter, amend or change any of the terms, designations, powers, privileges or rights or restrictions provided for the benefit of the Series B Convertible Preferred Stock; (ii) create or issue any Company capital stock (or any securities convertible into any Company capital stock) having rights, preferences or privileges senior to or on parity with the Series B Convertible Preferred Stock; or (iii) amend the Company’s Amended and Restated Certificate of Incorporation or Bylaws in a manner that is materially adverse to the Series B Convertible Preferred Stock.
|
●
|
From the date on which at least 1,667 shares of Series B Convertible Preferred Stock are outstanding (the "Series B Director Commencement Date"), the Company’s board of directors is required to increase its size by one member and cause such resulting vacancy to be filled by a director designated by the holders of a majority of the then outstanding shares of Series B Convertible Preferred Stock (the "Class B Director"). From the Series B Director Commencement Date until the date on which less than 50% of the shares of Series B Convertible Preferred Stock outstanding on the Series B Director Commencement Date are outstanding, the holders of the Series B Convertible Preferred Stock, voting as a separate class, have the right to elect one (1) Class B Director to the Company’s board of directors at each meeting of stockholders or each consent of the Company’s stockholders for the election of directors, and to remove from office such Class B Director and to fill the vacancy caused by the resignation, death or removal of such Class B Director. Each share of Series B Convertible Preferred Stock is entitled to one vote and any election or removal of the Class B Director shall be subject to the affirmative vote of the holders of a majority of the outstanding shares of Series B Convertible Preferred Stock.
|
●
|
Removal of the Class B Director shall be subject to the affirmative vote of the holders of a majority of the outstanding shares of Series B Convertible Preferred Stock.
|
(in thousands)
|
||||
Years Ending December 31,
|
||||
2013
|
$
|
2
|
||
2014
|
---
|
|||
2015
|
---
|
|||
2016
|
---
|
|||
2017
|
---
|
|||
Thereafter
|
---
|
|||
Total
|
$
|
2
|
●
|
The shares of Series A Convertible Preferred Stock have an initial stated value of $1,000 per share, which is subject to increase periodically to include accrued and unpaid dividends thereon (as increased periodically, the "Stated Value").
|
●
|
The shares of Series A Convertible Preferred Stock are entitled to receive quarterly cumulative cash dividends at a rate equal to 8% per annum of the Stated Value whenever funds are legally available and when and as declared by the Company’s board of directors.
|
●
|
Each share of Series A Convertible Stock are convertible into shares of Company common stock at a conversion prices equal to 120% of the weighted average closing price per share of the Company’s common stock as reported on the Pink Sheets over the 30-day period immediately preceding the applicable date of issuance (the "Conversion Price"). The Conversion Price is subject to adjustment to give effect to dividends, stock splits, recapitalizations and similar events affecting the shares of Company common stock.
|
●
|
The shares of Series A Convertible Preferred Stock are convertible, at the option of the holders, into shares of Company common stock at the Conversion Price if at any time the closing price of the shares of Company common stock is at the Conversion Price for ten (10) consecutive trading days. The shares of Series A Convertible Preferred Stock are convertible each time for a period of 60-days thereafter.
|
●
|
Upon the earlier of: (x) consummation of the Company’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Company generates net proceeds of at least $25 million or (y) the fifth anniversary of the date of their issuance the Series A Convertible Preferred Stock shall automatically convert into the number of shares of Company common stock equal to the then current Stated Value divided by the Conversion Price.
|
●
|
If at any time the closing price of the shares of Company common stock is at least 10 times the applicable weighted average closing price per share of the Company’s common stock as reported on the Pink Sheets over the 30-day period immediately preceding the applicable date of issuance of a particular share of Series A Convertible Preferred Stock for fifteen (15) consecutive trading days, the Company may redeem such share of Series A Convertible Preferred Stock at the then current Stated Value. Such shares of Series A Convertible Preferred Stock are redeemable each time in whole or in part for a period of 120-days thereafter.
|
●
|
The shares of Series A Convertible Preferred Stock is senior in liquidation preference to the shares of Company common stock.
|
●
|
The shares of Series A Convertible Preferred Stock vote as a class with the outstanding shares of Company common stock on an as-converted basis (except as otherwise required by the Series A Certificate of Designation or applicable law).
|
●
|
The consent of the holders of 51% of the outstanding shares of Series A Convertible Preferred Stock shall be necessary for the Company to: (i) increase the authorized number of shares of Series A Convertible Preferred Stock or alter, amend or change any of the terms, designations, powers, privileges or rights or restrictions provided for the benefit of the Series A Convertible Preferred Stock; (ii) create or issue any Company capital stock (or any securities convertible into any Company capital stock) having rights, preferences or privileges senior to or on parity with the Series A Convertible Preferred Stock; or (iii) amend the Company’s Amended and Restated Certificate of Incorporation or Bylaws in a manner that is materially adverse to the Series A Convertible Preferred Stock.
|
●
|
From the date on which at least 1,000 shares of Series A Convertible Preferred Stock are outstanding (the "Director Commencement Date"), the Company’s board of directors is required (at the request of the holders of a majority of the Series A Convertible Preferred Stock) to increase its size by one member and cause such resulting vacancy to be filled by a director designated by the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock (the "Class A Director"). From the Director Commencement Date until the date on which less than 50% of the shares of Series A Convertible Preferred Stock outstanding on the Director Commencement Date are outstanding, the holders of the Series A Convertible Preferred Stock, voting as a separate class, have the right to elect one (1) Class A Director to the Company’s board of directors at each meeting of stockholders or each consent of the Company’s stockholders for the election of directors, and to remove from office such Class A Director and to fill the vacancy caused by the resignation, death or removal of such Class A Director. Each share of Series A Convertible Preferred Stock is entitled to one vote and any election or removal of the Class A Director shall be subject to the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock.
|
Risk-free rate
|
2.24
|
%
|
||
Volatility
|
67
|
%
|
||
Weighted average expected life remaining at December 31, 2009
|
5.6 years
|
|||
Dividend yield
|
0.0
|
%
|
Risk-free rate
|
2.24
|
%
|
||
Volatility
|
67
|
%
|
||
Weighted average expected life
|
3.0 years
|
|||
Dividend yield
|
0.0
|
%
|
●
|
The Company has agreed to elect to its board of directors an additional independent director, who shall also serve as a member of all committees of the board of directors. The Company is required to elect such additional independent director within sixty (60) days after the Effective Date (as such term is defined in the Settlement Agreement) and is not permitted to decrease the number of independent directors for a period of at least three (3) years from the Effective Date;
|
●
|
The Company and the other defendants have agreed to pay the sum of $950,000 to Huff as payment for part of the costs and expenses (including attorneys’ fees) incurred by Huff in connection with the lawsuit and the results achieved in the lawsuit. Such payment is due and payable in full within fifteen (15) days of the Effective Date; and
|
●
|
The Company and the other defendants and Huff have agreed to release the other (including their respective affiliates) from claims related to the lawsuit or any other lawsuit, provided that Huff has preserved certain claims against Mr. Torino and his affiliates (except the Company and the other defendants).
|
Name
|
Age
|
Position
|
||
Paul C. Kanavos
|
56
|
President, Director
|
||
Bryan E. Bloom
|
54
|
Director
|
||
David M. Ledy
|
63
|
Director
|
||
Gary McHenry
|
62
|
Chief Financial Officer
|
||
Michael J. Meyer
|
46
|
Director
|
||
Mitchell Nelson
|
65
|
Executive Vice President, General Counsel, Secretary
|
||
Robert F.X. Sillerman
|
64
|
Director
|
||
Harvey Silverman
|
70
|
Director
|
Committee
|
Mem
bers
|
|
Audit Committee
|
Michael Meyer (Chairman)
David M. Ledy
Andrew Perel
Harvey Silverman
|
|
Compensation Committee
|
Michael Meyer
Andrew Perel
Harvey Silverman
|
|
Nominating and Corporate Governance Committee
|
Harvey Silverman (Chairman)
Michael Meyer
Andrew Perel
|
Name and Principal Position
|
Fiscal Year
|
Salary
($)
|
Bonus
($)
|
Option Awards ($)
|
All Other
Compensation
|
Total
|
||||||||||||||||
Robert F.X. Sillerman
|
2012
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||
Former
Chairman and Chief Executive Officer
(1)
|
2011
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||
Paul Kanavos
|
2012
|
$
|
225,000
|
---
|
---
|
---
|
225,000
|
|||||||||||||||
President
|
2011
|
200,000
|
(2)
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
200,000
|
|||||||||||
Mitchell Nelson
|
2012
|
250,000
|
---
|
---
|
---
|
250,000
|
||||||||||||||||
General Counsel
|
2011
|
265,000
|
(2)
|
---
|
---
|
$
|
---
|
$
|
265,000
|
(1)
|
Mr. Sillerman resigned as Chairman of the Board of Directors and Chief Executive Officer of the Company effective January 12, 2013. He continues to serve as a member of the Board of Directors.
|
(2)
|
In connection with the modification of Mr. Kanavos’ employment agreement in June 2009, he is entitled to a retention bonus of $95,000, which has not been paid as of March 27, 2013. As of December 31, 2012, Mr. Kanavos’ accrued but unpaid salary was $375,000 for 2012, $400,000 for 2011 and $600,000 for 2010 as well as $245,000 for 2009. As of December 31, 2012, Mr. Nelson’s accrued but unpaid salary was $50,000 for 2012, $72,500 for 2011 and $365,000 for 2010 as well as $150,000 for 2009.
|
Option Awards
|
||||||||||||||||||
Name
|
Number of
Securities
Underlying Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive Plan
Awards: Number
of Securities Underlying Unexercised
Unearned Options
($)
|
Option Exercise
Price
($)
|
Option
Expiration
|
|||||||||||||
Robert F.X. Sillerman
|
250,000 | (1) | 5.00 |
5/19/18
|
||||||||||||||
250,000 | (1) | 6.00 |
5/19/18
|
|||||||||||||||
Paul Kanavos
|
100,000 | (1) | 5.00 |
5/19/18
|
||||||||||||||
100,000 | (1) | 6.00 |
5/19/18
|
|||||||||||||||
Mitchell Nelson
|
100,000 | (1) | 5.00 |
5/19/18
|
||||||||||||||
100,000 | (1) | 6.00 |
5/19/18
|
(1)
|
With respect to options granted by the Company on May 19, 2008, one half of the options have an exercise price of $5.00 per share and the other half have an exercise price of $6.00 per share. The options vest over a five year period, with 40% of the $5.00 options vesting after one year, 40% of the $5.00 options vesting after year two, 20% of the $5.00 and 20% of the $6.00 options vesting after year three, 40% of the $6.00 options vesting after year four and 40% of the $6.00 options vesting after year five.
|
Fees
|
Option
|
|||||||||||
Accrued
|
Awards
|
Total
|
||||||||||
Name
|
($)
(1)
|
($)
(2)
|
($)
|
|||||||||
David M. Ledy
|
$
|
41,457
|
---
|
41,457
|
||||||||
Michael Meyer
|
$
|
124,250
|
---
|
124,250
|
||||||||
John Miller
|
$
|
54,543
|
---
|
$
|
54,543
|
|||||||
Harvey Silverman
|
$
|
107,000
|
---
|
$
|
107,000
|
|||||||
Robert Sudack
|
$
|
60,000
|
---
|
$
|
60,000
|
|||||||
Bryan Bloom
|
$
|
20,000
|
---
|
$
|
20,000
|
(1)
|
For 2012 (as well as 2011), fees have been accrued and not paid due to the Company’s cash position. Directors are entitled to be paid half in cash and half in equity, unless they elect to receive a greater percentage of their compensation in equity. The manner and timing of satisfying this obligation is under consideration and may be satisfied using cash, equity, or any combination thereof.
|
(2)
|
The amounts shown represent the aggregate grant date fair value of stock options computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 "Compensation-Stock Compensation" (“FASB ASC Topic 718”). The value ultimately realized by the director upon the actual exercise of the stock options may or may not be equal to the FASB ASC Topic 718 computed value. The discussion of the assumptions used for purposes of the valuation of the stock options appears in Note 7 of our consolidated financial statements included elsewhere herein.
|
Plan Category
|
(a)
Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
(b)
Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants and
Rights
|
(c)
Number of Securities
Remaining
Available
for Future
Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column (a) )
|
|||||||||
(#)
|
($)
|
(#)
|
||||||||||
Equity compensation plans approved by security holders
|
5,563,350
|
3.12
|
9,936,650
|
|||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
●
|
each person or entity known by us to beneficially own more than 5% of the outstanding shares of our common stock,
|
●
|
each of our named executive officers;
|
●
|
each of our directors; and
|
●
|
all of our directors and executive officers, named as a group.
|
Name and Address of Beneficial Owner(1)
|
Shares
Beneficially
Owned
|
Percentage of
Common
Stock
|
||||||
Beneficial Owners of 5% or More
|
||||||||
Robert F.X. Sillerman
(2)
|
29,665,806
|
30.9
|
%
|
|||||
Paul C. Kanavos
(3) (6)
|
36,114,518
|
46.2
|
%
|
|||||
Brett Torino
(4) (6)
|
25,451,794
|
32.4
|
%
|
|||||
The Huff Alternative Fund, L.P.
(5)
|
9,864,543
|
14.7
|
%
|
|||||
Directors and Named Executive Officers (not otherwise included above):
|
||||||||
Bryan Bloom
|
0
|
0
|
||||||
Gary McHenry
|
0
|
*
|
||||||
David M. Ledy
(7)
|
832,293
|
1.3
|
%
|
|||||
Michael J. Meyer
(8)
|
481,306
|
*
|
||||||
Mitchell J. Nelson
(9)
|
295,571
|
*
|
||||||
Andrew Perel
|
0
|
*
|
||||||
Harvey Silverman
(10)
|
4,369,229
|
6.5
|
%
|
|||||
All directors and executive officers as a group (9 individuals)
(11)
|
97,210,517
|
92.1
|
%
|
●
|
Robert F.X. Sillerman, our former Chairman and Chief Executive Officer and current Director, owns approximately 29.3% of the outstanding equity of Flag Luxury Properties.
|
●
|
Paul Kanavos, our President and Chief Executive Officer of Flag Luxury Properties, owns approximately 29.3% of the outstanding equity of Flag Luxury Properties.
|
●
|
Viggle Inc. and the Company entered into a shared services agreement as of February 15, 2011 relating to services to be performed by Mitchell J. Nelson as Executive Vice President and General Counsel of both companies to share employment and overhead-related expenses. Viggle Inc. is a publicly traded company controlled by Robert F.X. Sillerman.
|
●
|
SFX Holding Corporation and the Company entered into a shared services agreement as of January 4, 2013, relating to services to be performed by Mitchell J. Nelson for both companies to share employment and overhead-related expenses. SFX Holding Corporation is a private company also controlled by Robert F.X. Sillerman.
|
2012
|
2011
|
|||||||
Audit Fees
(1)
|
$
|
81,500
|
$
|
94,000
|
||||
Audit-Related Fees
|
||||||||
Tax Fees
|
||||||||
All Other Fees
|
||||||||
Total
|
$
|
81,500
|
$
|
94,000
|
(1)
|
For 2012 and 2011, audit fees were for the quarterly reviews of the Form 10-Q reports for the quarters ended March 31, June 30, and September 30, 2012 and 2011 and for audit services, including (i) the annual audit (including required quarterly reviews) and other procedures required to be performed by the independent auditors to be able to form an opinion on the Company's consolidated financial statements and (ii) consultation with management as to the accounting or disclosure treatment of transactions or events.
|
Balance at
|
Additions
|
Additions
|
||||||||||||||||||
Beginning
|
Charged (Credited)
|
Charged
|
||||||||||||||||||
of
|
to Costs
|
to Other
|
Balance at
|
|||||||||||||||||
Description
|
Period
|
And Expenses
|
Accounts
|
Deductions
|
End of Period
|
|||||||||||||||
For the Year Ended December 31, 2012
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||
Deferred taxes valuation allowance
|
---
|
---
|
---
|
---
|
---
|
|||||||||||||||
Total
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||
For The Year Ended December 31, 2011
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||
Deferred taxes valuation allowance
|
---
|
---
|
---
|
---
|
---
|
|||||||||||||||
Total
|
$
|
---
|
---
|
---
|
---
|
---
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the registrant
(1)
|
|
3.2
|
Certificate of Designation of Non-Voting Preferred Stock of the registrant
(5)
|
|
3.3
|
Certificate of Designation of Series A Convertible Preferred Stock of the registrant
(16)
|
|
3.4
|
Certificate of Designation of Series B Convertible Preferred Stock of the registrant
(19)
|
|
3.5
|
Certificate of Ownership and Merger of the registrant
(22)
|
|
3.6
|
Amended and Restated By-Laws of the registrant
(4)
|
|
4.1
|
Certificate of Designation of Non-Voting Preferred Stock of the registrant
(5)
|
|
4.2
|
Certificate of Designation of Series A Convertible Preferred Stock of the registrant
(16)
|
|
4.3
|
Certificate of Designation of Series B Convertible Preferred Stock of the registrant
(19)
|
|
10.1
|
Employment Agreement between the registrant and Mitchell J. Nelson, dated as of December 31, 2007
(3)
|
|
10.2
|
Employment Agreement between the registrant and Paul C. Kanavos, dated as of December 31, 2007
(3)
|
|
10.3
|
2007 Long-Term Incentive Compensation Plan
(4)
|
|
10.4
|
2007 Executive Equity Incentive Plan
(4)
|
|
10.5
|
Registration Rights Agreement, dated as of May 13, 2008, by and between FX Real Estate and Entertainment Inc. and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P.
(6)
|
|
10.6
|
Form of Subscription Agreement
(7)
|
|
10.7
|
Form of $4.50 Warrant
(7)
|
|
10.8
|
Form of $5.50 Warrant
(7)
|
|
10.9
|
Form of Option Agreement for FX Real Estate and Entertainment Inc. 2007 Long-Term Incentive Compensation Plan
(8)
|
|
10.10
|
Form of Option Agreement for FX Real Estate and Entertainment Inc. 2007 Executive Equity Incentive Plan
(8)
|
|
10.11
|
Letter Agreement entered into June 23, 2009 by and between FX Real Estate and Entertainment Inc. and Paul C. Kanavos
(9)
|
|
10.12
|
Letter Agreement entered into June 23, 2009 by and between FX Real Estate and Entertainment Inc. and Mitchell J. Nelson
(9)
|
|
10.13
|
Form of Subscription Agreement
(10)
|
|
10.14
|
Form of Warrant
(10)
|
|
10.15
|
Form of Subscription Agreement
(11)
|
10.16
|
Form of Warrant
(11)
|
|
10.17
|
Shared Services Agreement dated as of October 1, 2010 by and between BPS Parent, LLC and the registrant
(12)
|
|
10.18
|
Form of Subscription Agreement
(13)
|
|
10.19
|
Form of Warrant
(13)
|
|
10.20
|
Exclusive License Agreement entered into September 10, 2010 by and among William J. Kitchen, US ThrillRides, LLC and Circle Entertainment SV-I, LLC
(14)
|
|
10.21
|
Development Agreement dated and effective as of September 10, 2010 by and among Circle Entertainment SV-I, LLC and US ThrillRides, LLC and William J. Kitchen (as to certain provisions thereof)
(14)
|
|
10.22
|
Form of Warrant issued to William J. Kitchen and his designees
(14)
|
|
10.23
|
Transaction Agreement by and between Circle Entertainment Property-Orlando, LLC and The Square, LLC, Orlando Hotel International SPE, LLC, and Orlando Hotel International SPE Holdings, LLC
(15)
|
|
10.24
|
First Amendment to Transaction Agreement by and between Circle Entertainment Property-Orlando, LLC and The Square, LLC, Orlando Hotel International SPE, LLC, and Orlando Hotel International SPE Holdings, LLC
(16)
|
|
10.25
|
Operating Agreement
(16)
|
|
10.26
|
Funding Agreement
(16)
|
|
10.27
|
Termination and Settlement Agreement by and among William J. Kitchen, US ThrillRides, LLC and Circle Entertainment SV-I, LLC
(12)
|
|
10.28
|
Form of Promissory Note
(17)
|
|
10.29
|
Stipulation and Settlement Agreement with the Huff Alternative Fund and the Huff Alternative Parallel Fund
(18)
|
|
10.30†
|
Shared Services Agreement dated as of February 15, 2011 by and between Function (x) Inc. and the registrant
|
|
14.1
|
Code of Ethics
(4)
|
|
21.1
†
|
List of Subsidiaries
|
|
23.1
†
|
Consent of L.L. Bradford & Company, LLC relating to the registrant’s Registration Statement on Form S-8 (Registration No. 333-150936)
|
|
31.1
†
|
Certification of Principal Executive Officer (Restated)
|
|
31.2
†
|
Certification of Principal Accounting Officer (Restated)
|
|
32.1
†
|
Section 1350 Certification of Principal Executive Officer (Restated)
|
|
32.2
†
|
Section 1350 Certification of Principal Accounting Officer (Restated)
|
|
101.INS*
|
XBRL Instance Document (Restated)
|
|
101.SCH*
|
XBRL Extension Schema Document (Restated)
|
|
101.CAL*
|
XBRL Extension Calculation Linkbase Document (Restated)
|
|
101.LAB*
|
XBRL Extension Label Linkbase Document (Restated)
|
|
101.PRE*
|
XBRL Presentation Linkbase Document (Restated)
|
|
101.DEF*
|
XBRL Definition Linkbase Document (Restated)
|
101.CAL*
|
XBRL Extension Calculation Linkbase Document
|
|
101.LAB*
|
XBRL Extension Label Linkbase Document
|
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
|
101.SCH*
|
XBRL Extension Schema Document
|
† Filed herewith
|
|
†
|
* Furnished herewith (not filed)
|
(1)
|
Incorporated by reference to Amendment No. 4 to the registrant’s Registration Statement on Form S-1 (Registration No. 333-145672), filed with the Commission on December 6, 2007.
|
|
(2)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated January 9, 2008.
|
|
(3)
|
Incorporated by reference from the registrant’s Registration Statement on Form S-1 (Registration No. 333-149032), filed with the Commission on February 4, 2008
|
|
(4)
|
Incorporated by reference from the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007
|
|
(5)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated March 31, 2008
|
|
(6)
|
Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008
|
|
(7)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated July 17, 2008
|
|
(8)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated September 29, 2008
|
|
(9)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated June 23, 2009
|
|
(10)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated September 9, 2009
|
|
(11)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated February 11, 2010
|
|
(12)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated August 17, 2012
|
|
(13)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated August 18, 2010
|
|
(14)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated September 10, 2010
|
|
(15)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated February 28, 2011
|
|
(16)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated November 16, 2012
|
|
(17)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated March 3, 2011
|
|
(18)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K dated July 12, 2012
|
By:
|
/s/ Paul C. Kanavos
|
May 8, 2013
|
|
Paul C. Kanavos
President
(Principal Executive Officer)
|
By:
|
/s/ Paul C. Kanavos
|
May 8, 2013
|
|
Paul C. Kanavos, President
|
|||
By:
|
/s/ Gary McHenry
|
May 8, 2013
|
|
Gary McHenry, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|||
By:
|
/s/ Bryan E. Bloom
|
May 8, 2013
|
|
Bryan E. Bloom, Director
|
|||
By:
|
/s/ David M. Ledy
|
May 8, 2013
|
|
David M. Ledy, Director
|
|||
By:
|
/s/ Michael Meyer
|
May 8, 2013
|
|
Michael Meyer, Director
|
|||
By:
|
/s/ Andrew Perel
|
May 8, 2013
|
|
Andrew Perel, Director
|
|||
By:
|
/s/ Robert F.X. Sillerman
|
May 8, 2013
|
|
Robert F.X. Sillerman, Director
|
|||
By:
|
/s/ Harvey Silverman
|
May 8, 2013
|
|
Harvey Silverman, Director
|
Exhibit Number
|
Description
|
|
10.31 †
|
Shared Services Agreement dated as of January 4, 2013 by and between SFX Holding Corporation and the registrant
|
|
21.1
†
|
List of Subsidiaries
|
|
23.1
†
|
Consent of L.L. Bradford & Company, LLC relating to the registrant’s Registration Statement on Form S-8 (Registration No. 333-150936)
|
|
31.1
†
|
Certification of Principal Executive Officer (Restated)
|
|
31.2
†
|
Certification of Principal Accounting Officer (Restated)
|
|
32.1
†
|
Section 1350 Certification of Principal Executive Officer (Restated)
|
|
32.2
†
|
Section 1350 Certification of Principal Accounting Officer (Restated)
|
|
101.INS*
|
XBRL Instance Document (Restated)
|
|
101.SCH*
|
XBRL Extension Schema Document (Restated)
|
|
101.CAL*
|
XBRL Extension Calculation Linkbase Document (Restated)
|
|
101.LAB*
|
XBRL Extension Label Linkbase Document (Restated)
|
|
101.PRE*
|
XBRL Presentation Linkbase Document (Restated)
|
|
101.DEF*
|
XBRL Definition Linkbase Document (Restated)
|
† Filed herewith
|
|
†
|
* Furnished herewith (not filed)
|
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1 Month Circle Entertainment (CE) Chart |
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