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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 9, 2005
(Date of earliest event reported)
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31810 22-3720962
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
55 MADISON AVENUE, SUITE 300, MORRISTOWN NJ 07960
(Address of principal executive offices) (Zip Code)
(973) 290-0080
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 9, 2005, Access Integrated Technologies, Inc., a
Delaware corporation (the "Company"), entered into a Securities Purchase
Agreement (the "Purchase Agreement") with a limited number of accredited
investors ("Purchasers") in a private placement exempt from the registration
requirements under the Securities Act of 1933, as amended (the "Private
Placement"). In connection with the Purchase Agreement, the Company has agreed
to sell for an aggregate amount of $7,600,000, prior to the placement agent's
fee and various other expenses, unsecured convertible debentures ("Debentures")
convertible into, and warrants ("Initial Warrants") exercisable for, up to
2,427,519 shares of the Company's Class A Common Stock ("Common Stock"). In
addition to the Debentures and Warrants to be sold by the Company, pursuant to
the terms and conditions of the Debentures, the Company may also issue to the
Purchasers from time to time additional shares of Common Stock (a) as payment of
interest due on the Debentures ("Interest Shares") or (b) upon the exercise of
additional warrants exercisable for shares of Common Stock, which additional
warrants may be issued by the Company upon redemption of the Debentures
("Redemption Warrants"). The Company intends to use the net proceeds of the
Private Placement for capital investments (including a contemplated acquisition
and costs associated with acquisition related expenses and capital improvements)
and to provide working capital for general corporate purposes.
In connection with the Private Placement, the Company will enter
into a Registration Rights Agreement ("Registration Rights Agreement") with the
Purchasers, in which the Company will agree to file a registration statement
within an ascribed period of time (x) following the closing of the Private
Placement and (y) following the issuance of the Interests Shares or Redemption
Warrants, covering resales from time to time of the Purchasers' shares of Common
Stock issued or issuable pursuant to the Private Placement, as further provided
in such agreement.
Additionally, in connection with the Purchase Agreement, certain
subsidiaries of the Company have agreed to guarantee the obligations of the
Company under the Debentures pursuant to a Subsidiary Guarantee, a form of which
is filed herewith as Exhibit 4.20 hereto, and is incorporated herein by
reference.
A copy of the Purchase Agreement is filed herewith as Exhibit 2.10
hereto and is incorporated herein by reference. Forms of each of the Debenture,
Warrant and Registration Rights Agreement, which documents are to be executed at
the consummation of the Private Placement, are filed herewith as Exhibit 4.21,
Exhibit 4.22 and Exhibit 4.23 hereto, respectively, and are incorporated herein
by reference.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 10, 2005, the Company issued a press release announcing the
execution of the Purchase Agreement, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
2.10 Securities Purchase Agreement, dated as of February 9, 2005 among the
Company and the several investors party thereto.
4.20 Form of Subsidiary Guarantee to be entered into by certain
subsidiaries of the Company pursuant to the Purchase Agreement
4.21 Form of Debenture to be issued to the Purchasers pursuant to the
Purchase Agreement
4.22 Form of Warrant to be issued to the Purchasers pursuant to the
Purchase Agreement
4.23 Form of Registration Rights Agreement, among the Company and the
Purchasers
99.1 Press Release of the Company, dated February 10, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
ACCESS INTEGRATED TECHNOLOGIES, INC.
By: /s/ A. Dale Mayo
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Name: A. Dale Mayo
Title: President and Chief Executive
Officer
Dated: February 10, 2005
EXHIBIT INDEX
2.10 Securities Purchase Agreement, dated as of February 9, 2005 among the
Company and the several investors party thereto.
4.20 Form of Subsidiary Guarantee to be entered into by certain
subsidiaries of the Company pursuant to the Purchase Agreement
4.21 Form of Debenture to be issued to the Purchasers pursuant to the
Purchase Agreement
4.22 Form of Warrant to be issued to the Purchasers pursuant to the
Purchase Agreement
4.23 Form of Registration Rights Agreement, among the Company and the
Purchasers
99.1 Press Release of the Company, dated February 10, 2005