0000950117-01-501414.txt : 20011029 0000950117-01-501414.hdr.sgml : 20011029 ACCESSION NUMBER: 0000950117-01-501414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011017 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0000764587 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 061113228 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14646 FILM NUMBER: 1764408 BUSINESS ADDRESS: STREET 1: 7380 SAND LAKE ROAD SUITE 350 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 4073510011 MAIL ADDRESS: STREET 1: 7380 SAND LAKE ROAD SUITE 350 CITY: ORLANDO STATE: FL ZIP: 32819 FORMER COMPANY: FORMER CONFORMED NAME: AIRSHIP INTERNATIONAL LTD DATE OF NAME CHANGE: 19920703 8-K 1 a31508.txt ENTERTAINMENT INTERNATIONAL, LTD 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 Date of Report (Date of earliest event reported): October 17, 2001 ENTERTAINMENT INTERNATIONAL, LTD. ------------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) New York ------------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 0-14646 06-1113228 ----------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7380 Sand Lake Road, Orlando, Florida 32819 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (407) 351-0011 Not Applicable ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. The Company hereby incorporates by reference herein the matters announced in the Company's press release dated October 17, 2001. The Company's press release dated October 17, 2001 has been filed as an exhibit to this Current Report on Form 8-K and is attached hereto as Exhibit 99.1. Item 7. Exhibits. 99.1 Press release of the Company dated October 17, 2001. SIGNATURES 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 hereunto duly authorized. Date: October 22, 2001 ENTERTAINMENT INTERNATIONAL LTD. By: /s/ Louis J. Pearlman --------------------------- Louis J. Pearlman President and Chief Executive Officer EXHIBIT INDEX

Exhibit Description ------- ------------ 99.1 Press Release of the Company dated October 17, 2001.

EX-99 3 ex99.txt EXHIBIT 99.1 EXHIBIT 99.1 Entertainment International, Ltd. Closes Stock Purchase Agreement To Acquire CSTI Hi-Tech Ltd. ORLANDO, Fla., Oct. 17 /PRNewswire/ -- Entertainment International Ltd. (OTC Bulletin Board: ENTI - news; "ENTI") announced today that its wholly owned subsidiary, ENTI Acquisition Corp., closed a transaction providing for the acquisition of CSTI Hi-Tech Ltd. ("CSTI"). Simultaneously with the closing, ENTI effectuated a 1 for 20 reverse stock split, effective on October 18, 2001, of all of the Company's issued and outstanding common stock as approved by shareholders of the Company on December 28th, 2000. CSTI is a privately held company headquartered in Israel with offices in Germany and Italy that is engaged in the business of the planning, production and installation of ultra-high purity systems for transporting highly pure gases and chemicals. These highly pure products are used in the production of products ranging from micro-electronics, optical fibers and metal blades to pharmaceutical and bio-technology items. CSTI currently has 104 employees and its customers include Sapio Gas Company (Italy), Hydrogas (Scandanavia), Pirelli Optic Fibres (Italy), Teva (Israel) and Intel (Israel) among others. CSTI's revenue for the six-month period ended June 30th, 2001 was approximately $8 million, resulting in a net profit of approximately $1.5 million. It is anticipated that CSTI will earn a net profit of approximately $3 million for the 2001 fiscal year. Pursuant to the terms of the transaction, CSTI's shareholders transferred all of their outstanding shares to ENTI Acquisition Corp., a newly formed wholly owned subsidiary of ENTI and the CSTI group received control of approximately eighty-five percent (85%) of ENTI's outstanding share capital. The management and board of directors of CSTI will replace ENTI's current management. Louis J. Pearlman, currently the chairman of ENTI, will, however, continue as a board member. Effective immediately, the activities of CSTI are to be conducted through ENTI and an application will be submitted to have ENTI's shares listed for trading on the NASDAQ Small Cap Market. Mr. Jacob Lustgarten, the president of CSTI, ranks as one of the leading specialists worldwide in the field of planning, production and installation of ultra-clean systems for transporting highly pure gases and is largely responsible for the company's impressive results. He served in a senior position with the Israeli Air Force for seven years, followed by 10 years as a member of the senior management team of Rafael, the research and development arm of the Israeli Ministry of Defense. He also served as a senior consultant for Intel (Israel). Mr. Lustgarten has accumulated over 21 years "hands on" experience in the field of micro-electronics processing and supporting systems. Upon the closing of the stock purchase agreement, Mr. Lustgarten stated that, "the completion of the transaction marks an important milestone in the growth and development of the Company. We will keep concentrating all our efforts in growing the Company and will put an extreme emphasis on our shareholder's value. I anticipate impressive growth for the Company in the short and long future. Based on the Company's present know how and products together with the development of our future products, I am determined, and anticipate, to become the leading entity worldwide in our field. We are also extremely pleased to have Mr. Louis Pearlman stay on the Board of Directors of the Company." This press release contains forward-looking statements that involve risks and uncertainties. ENTI's actual results could differ materially from those discussed in such forward-looking statements based on a variety of factors. Other risks are reflected in ENTI's filings with the Securities and Exchange Commission.