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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 15, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
55 MADISON AVENUE, SUITE 300, MORRISTOWN, NEW JERSEY 07960
(Address of principal executive offices) (Zip Code)
973-290-0080
(Registrant's telephone number, including area code)
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 (SEE General Instruction A.2. below):
|_| 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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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Item 8.01. Other Events and Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 16, 2005, Christie/AIX, Inc. ("Christie/AIX"), a Delaware
corporation and an indirect wholly-owned subsidiary of Access Integrated
Technologies, Inc. (the "Company"), a Delaware corporation, executed a contract
with Carmike Cinemas, Inc. ("Carmike") for the installation of up to 2,300
Digital Cinema projection systems throughout the United States. With this
agreement, Carmike and Christie/AIX will begin installing 2K DCI-compliant DLP
Cinema(R) projectors. The rollout is scheduled to begin in Januarty, 2006 and to
be completed by October 31, 2007.
On December 15, 2005, the Company entered into an amended and restated
employment agreement with A. Dale Mayo, the Company's President, Chief Executive
Officer and Chairman of the Board of Directors.
The amended and restated employment agreement with Mr. Mayo supercedes the terms
and conditions of his existing employment agreement and extends the term of his
employment to December 31, 2008. Under his existing employment agreement, Mr.
Mayo receives an annual base salary of $250,000 and annual bonuses equal to 3.5%
of the Company's annual gross revenue up to $10 million and 2% of any annual
gross revenues in excess of $10 million. The Company will continue to pay Mr.
Mayo a salary at the rate described in the original agreement for the remainder
of 2005, and will pay him at the rate of $600,000 per year commencing January 1,
2006, subject to increase for calendar years after 2006 in the discretion of the
Compensation Committee of the Board. Beginning in 2006, Mr. Mayo will also
receive a guaranteed bonus of $240,000 per year, payable in equal monthly
installments.
On December 15, 2005, Mr. Mayo received 300,000 non-qualified stock options
under the First Amended and Restated 2000 Stock Option Plan of the Company. The
options will vest at the rate of 1/3 of the total number on each anniversary of
the date of grant, and will have an exercise price of $10.89, which was equal to
110% of the closing price on the last trading day preceding the grant date. The
grant will be subject to approval of shareholders to the extent required by law.
Mr. Mayo will also be entitled to participate in all benefit plans provided to
senior executives of the Company.
The description of the amended and restated employment agreement set forth above
is qualified in its entirety by reference to the agreement, which is attached as
Exhibit 10.1 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 19, 2005, the Company issued a press release announcing the
execution of a contract between Carmike and Christie/AIX, 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.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
10.1 Amended and Restated Employment Agreement, dated December
15, 2005, between Access Integrated Technologies, Inc. and
A. Dale Mayo.
99.1 Press Release of the Company, dated December 19, 2005.
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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/ Gary S. Loffredo
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Name: Gary S. Loffredo
Title: Senior Vice President--Business Affairs,
General Counsel and Secretary
Dated as of December 21, 2005
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EXHIBIT INDEX
10.1 Amended and Restated Employment Agreement, dated
December 15, 2005, between Access Integrated
Technologies, Inc. and A. Dale Mayo.
99.1 Press Release of the Company, dated December 19, 2005.
5