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
MARCH 29, 2004
(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)
Registrant's telephone number, including area code 973-290-0080
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 30, 2004, Access Integrated Technologies, Inc. (the "Registrant")
announced that pursuant to the terms of an Asset Purchase Agreement (the
"Agreement"), dated as of March 29, 2004, between The Boeing Company as seller
("Boeing") and the Registrant as buyer, the Registrant had completed the
acquisition ("Acquisition") of the assets of Boeing Digital Cinema, a business
unit of Boeing Integrated Defense Systems, a unit of Boeing. The acquired assets
include Boeing Digital Cinema's installed base of digital projection systems
located in cinemas throughout the United States, digital projectors, spares, and
associated content servers and satellite transmission equipment (collectively,
the "Assets"). The Agreement is attached hereto as Exhibit 2.5 and is
incorporated herein by reference.
Pursuant to the Agreement, as consideration for the Assets, the
Registrant: (i) agreed to assume certain liabilities of Boeing; (ii) paid
$250,000 cash to Boeing; (iii) agreed to issue 53,534 shares of the Registrant's
Class A Common Stock with registration rights as provided in a registration
rights agreement ("Registration Rights Agreement"); (iv) agreed to pay to Boeing
20% of the annual gross receipts less third party commissions, if any, generated
by the Registrant's satellite distribution activities, up to a total payment of
$1,000,000 over a period of four years from the date that the Registrant
commences its satellite operations (up to a cumulative total of $250,000 in the
first year, $500,000 in the second year, $750,000 in the third year and
$1,000,000 at the end of the four year period); and (v) issued a promissory note
("Note") to Boeing for $1,800,000 (principal and interest) payable over four
years (or earlier under certain conditions). The Note is attached hereto as
Exhibit 4.11 and is incorporated herein by reference, and the Registration
Rights Agreement is attached hereto as Exhibit 4.12, and is incorporated herein
by reference.
Concurrently with the Acquisition, and as provided in the Agreement,
Boeing has committed to purchase from the Registrant a minimum of $450,000 per
year for four years of certain managed storage services, such as computer data
storage, mass storage services and managed tape archiving services. Pursuant to
the Note, the Registrant will prepay the principal payments required under the
Note on a dollar for dollar amount equal to the gross proceeds realized by the
Registrant for such services.
The funds used by the Registrant to finance the cash portion of the
Acquisition were cash on hand of the Registrant.
There is no material relationship between Boeing and the Registrant or any
of its affiliates, directors or officers.
Boeing had previously used the Assets in connection with the operation of
its digital cinema business. The Registrant intends to utilize the Assets to
operate its digital cinema business in conjunction with its majority-owned
subsidiary, Access Digital Media, Inc.
The description above of the Acquisition and the related transactions is a
summary only. A copy of the Agreement is filed herewith as Exhibit 2.5 to this
report and is incorporated herein by reference and describes in more detail the
terms of the Acquisition and the related transactions.
On March 30, 2004, the Registrant issued a press release announcing the
consummation of the Acquisition, a copy of which is attached hereto as Exhibit
99.1, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
2.5 Asset Purchase Agreement, dated as of March 29, 2004, between the
Registrant and The Boeing Company.
4.11 Promissory Note made by Registrant in favor of The Boeing Company
4.12 Form of Registration Rights Agreement
99.1 Press Release of Registrant, dated March 30, 2004.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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
------------------------------------
A. Dale Mayo
President, Chief Executive Officer
and Director
Dated as of April 2, 2004.
EXHIBIT INDEX
2.5 Asset Purchase Agreement, dated as of March 29, 2004, between the
Registrant and The Boeing Company.
4.11 Promissory Note made by Registrant in favor of The Boeing Company
4.12 Form of Registration Rights Agreement
99.1 Press Release of Registrant, dated March 30, 2004.