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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
JUNE 2, 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 AND REGULATION FD DISCLOSURE.
On June 2, 2004, Access Integrated Technologies, Inc., a Delaware
corporation (the "Company"), entered into a Securities Purchase Agreement with a
limited number of institutional and other accredited investors in a private
placement exempt from the registration requirements under the Securities Act of
1933, as amended (the "Private Placement"). In connection with the Private
Placement, the Company agreed to sell 1,217,500 shares of the Company's Class A
Common Stock and warrants to purchase up to 243,500 shares of the Company's
Class A Common Stock, for an aggregate amount of $4,870,000, prior to the
placement agent's fee and various other expenses. The Company intends to use the
net proceeds of the Private Placement for capital investments and for working
capital. The Securities Purchase Agreement is attached hereto as Exhibit 2.8 and
incorporated herein by reference.
The warrants to be issued to the investors in the Private Placement have
an exercise price of $4.80 per share of Class A Common Stock and expire on June
1, 2009. In addition to the warrants to be issued to the investors, the Company
agreed to issue warrants to the placement agent of the Private Placement, and
such warrants (a) have an exercise price of $4.80 per share, (b) expire on June
__, 2009, and (c) are exercisable for 60,875 shares of Class A Common Stock. The
warrants to be issued to the investors and the placement agent are callable by
the Company after one year if the trading price of the Company's Class A Common
Stock is twice the applicable exercise price for 20 consecutive trading days. A
form of the Warrant to be issued to the investors and the form of the Warrant to
be issued to the placement agent are attached hereto as Exhibit 4.15 and Exhibit
4.16, respectively, and incorporated herein by reference.
In connection with the Private Placement, the Company will enter into a
Registration Rights Agreement with investors, in which the Company will agree to
file a registration statement covering resales from time to time of the
investors' shares of Class A Common Stock purchased in the Private Placement or
exercised under the warrants issued in the Private Placement. The form of
Registration Rights Agreement is attached hereto at Exhibit 4.17 and
incorporated herein by reference.
On June 3, 2004, the Company issued a press release announcing the
execution of the above-referenced documents in connection with the Private
Placement, 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.
2.8 Securities Purchase Agreement, dated as of June 2,
2004
4.15 Form of Warrant, dated June __, 2004, issued to
purchasers pursuant to Securities Purchase Agreement
4.16 Form of Warrant, dated June __, 2004, issued to
placement agent in connection with Securities
Purchase Agreement
4.17 Form of Registration Rights Agreement, dated as of
June __, 2004
99.1 Press Release of the Company, dated June 3, 2004
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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
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Name: A. Dale Mayo
Title: President, Chief
Executive Officer
Dated as of June 3, 2004.
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EXHIBIT INDEX
2.8 Securities Purchase Agreement, dated as of June 2, 2004
4.15 Form of Warrant, dated June ___, 2004, issued to purchasers
pursuant to Securities Purchase Agreement
4.16 Form of Warrant, dated June ___, 2004, issued to placement
agent in connection with Securities Purchase Agreement
4.17 Form of Registration Rights Agreement, dated as of June __,
2004
99.1 Press Release of the Company, dated June 3, 2004
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