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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
JULY 31, 2006
(Date of earliest event reported)
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-51910 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 2.01. Completion of Acquisition or Disposition of Assets
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 2006, Access Integrated Technologies, Inc., a Delaware
corporation (the "Company"), UniqueScreen Media, Inc., a Delaware corporation
("USM"), the USM stockholders named therein (the "USM Stockholders") and Granite
Equity Limited Partnership, as Stockholder Representative, closed the
transactions under the Stock Purchase and Sale Agreement dated July 6, 2006 (the
"Purchase Agreement") among the parties. The transaction is referred to herein
as the "USM Transaction." The Company acquired all of the issued and outstanding
stock of USM from the USM Stockholders for a combination of an aggregate of
974,184 shares of the Company's Class A common stock (the "Stock Payment"), $1
million in cash (the "Cash Payment"), and promissory notes issued by the Company
in favor of the USM Stockholders in the principal amount of approximately $5.2
million (the "Promissory Notes"). The Company also agreed to pay to the USM
Stockholders certain amounts, up to a maximum of $1 million, in cash or the
equivalent of the Company's Class A common stock, at the Company's sole
discretion, if certain conditions are met. In addition, the Company entered into
a Registration Rights Agreement with the USM Stockholders, pursuant to which the
Company has granted the USM Stockholders certain rights to register the resale
of all of the Class A common stock issued in connection with the transaction.
The Company also assumed approximately $5.8 million of USM's debt, primarily
relating to USM's revolving credit facility which contains a cash sweep
repayment feature relating to cash on hand.
USM's business provides pre-feature entertainment and advertising content
to motion picture exhibitors in North America which is displayed prior to the
advertised showtime of feature motion pictures. Based on its audited results,
USM had revenues of approximately $17 million and net income of approximately
$710,000 for the fiscal year ended December 31, 2005. Net income for the fiscal
year ended December 31, 2005 included the impact of net interest expense, income
tax benefit and depreciation and amortization of approximately $400,000,
$260,000 and $1.5 million, respectively. Based on its preliminary unaudited
results, for the six months ended June 30, 2006, USM's revenues were
approximately $9 million with a net loss of approximately $449,000 which
included certain expenses principally related to an expanded sales force to
support USM's growth and other strategic initiatives. Net loss for the six month
period ended June 30, 2006 included the impact of net interest expense, income
taxes and depreciation and amortization of approximately $250,000, $18,000 and
$839,000, respectively. Management does not anticipate losses to continue,
although there can be no assurance as to the performance of USM for the
remainder of 2006 or beyond.
A copy of the press release announcing the closing of the USM Transaction
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The Company will file the financial statements for the Company required by
this Item 9.01(a) by October 10, 2006.
(b) Pro forma financial information.
The Company will file the pro forma financial information required by this
Item 9.01(b) by October 10, 2006.
(c) Exhibits.
The following exhibit is furnished as part of this report:
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99.1 Access Integrated Technologies, Inc. press release, dated July 31,
2006.
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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.
Dated as of August 3, 2006
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
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EXHIBIT INDEX
99.1 Access Integrated Technologies, Inc. press release, dated July 31, 2006.
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