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
OCTOBER 26, 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)
(973) 290-0080
(Registrant's telephone number, including area code)
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 26, 2004, Access Integrated Technologies, Inc., a Delaware
corporation (the "Company"), entered into a Securities Purchase Agreement with a
limited number of 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 has
agreed to sell 282,776 shares of the Company's Class A Common Stock for an
aggregate amount of $1,100,000, 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 (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 with investors, in which the Company will agree in
certain circumstances 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, as further provided in such agreement.
ITEM 8.01 OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 1, 2004, the Company issued a press release announcing the
execution of the above-referenced document in connection with the Private
Placement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release of the Company, dated November 1, 2004
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
------------------------------------
Name: A. Dale Mayo
Title: President and Chief Executive Officer
Dated: November 1, 2004.
EXHIBIT INDEX
99.1 Press Release of the Company, dated November 1, 2004