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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
MARCH 24, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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
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ITEM 5. OTHER EVENTS
On March 24, 2004, Access Integrated Technologies, Inc. (the "Registrant")
consummated an exchange offer (the "Exchange Offer") of the principal and
accrued interest of certain outstanding Subordinated Promissory Notes (each an
"Outstanding Note") of the Registrant for, at each Outstanding Note holder's
election, either (i) restricted shares of the Registrant's Class A Common Stock
at an exchange rate of $3.57 per share (the "Share Option") or (ii) Subordinated
Convertible Promissory Notes ("New Note") of the Registrant convertible into
restricted shares of the Registrant's Class A Common Stock at a conversion rate
of $5.64 per share, (the "Convertible Note Option").
Pursuant to the Share Option, the Registrant exchanged Outstanding
Notes in the aggregate principal amount of $2,480,000 plus accrued and unpaid
interest thereunder for 707,477 shares of its Class A Common Stock.
Pursuant to the Convertible Note Option, in exchange for Outstanding
Notes in the aggregate principal amount of $1,705,000 plus accrued and unpaid
interest thereunder, the Registrant issued New Notes which are convertible into
307,871 shares of its Class A Common Stock (i) at any time up to the maturity
date at each holder's option or (ii) automatically on the date when the average
closing price on the American Stock Exchange of the Registrant's Class A Common
Stock for 30 consecutive trading days has been equal to or greater than $12.00.
A form of the New Note is attached hereto as Exhibit 4.13, and is incorporated
herein by reference.
In connection with the Exchange Offer, the Registrant entered into (i) an
Exchange Agreement with each Outstanding Note holder that took part in the Share
Option (a "Share Option Exchange Agreement") and (ii) an Exchange Agreement with
each Outstanding Note holder that took part in the Convertible Note Option (a
"Convertible Note Option Exchange Agreement"). Forms of each of the Share Option
Exchange Agreement and the Convertible Note Option Exchange Agreement are
attached hereto as Exhibit 2.6 and Exhibit 2.7, respectively, and are
incorporated herein by reference. The Registrant and each of the participants to
the Exchange Offer also entered into a Registration Rights Agreement, among
other things. A form of the Registration Rights Agreement is attached hereto as
Exhibit 4.14 and is 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.
2.6 Form of Exchange Agreement regarding the exchange of a
Subordinated Promissory Note of the Registrant for shares of the
Registrant's Class A Common Stock
2.7 Form of Exchange Agreement regarding the exchange of a
Subordinated Promissory Note of the Registrant for a Subordinated
Convertible Promissory Note of the Registrant convertible into
shares of the Registrant's Class A Common Stock
4.13 Form of Subordinated Convertible Promissory Note
4.14 Form of Registration Rights Agreement
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/ Brian Pflug
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Brian Pflug
Senior Vice President Accounting
& Finance
Dated as of April 29, 2004.
EXHIBIT INDEX
2.6 Form of Exchange Agreement regarding the exchange of a Subordinated
Promissory Note of the Registrant for shares of the Registrant's Class A
Common Stock
2.7 Form of Exchange Agreement regarding the exchange of a Subordinated
Promissory Note of the Registrant for a Subordinated Convertible Promissory
Note of the Registrant convertible into shares of the Registrant's Class A
Common Stock
4.13 Form of Subordinated Convertible Promissory Note
4.14 Form of Registration Rights Agreement