<SEC-DOCUMENT>0001014733-01-500029.txt : 20011119
<SEC-HEADER>0001014733-01-500029.hdr.sgml : 20011119
ACCESSION NUMBER: 0001014733-01-500029
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011106
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: POINT 360
CENTRAL INDEX KEY: 0001014733
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819]
IRS NUMBER: 954272619
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52979
FILM NUMBER: 1775842
BUSINESS ADDRESS:
STREET 1: 7083 HOLLYWOOD BLVD SUITE 200
STREET 2: SUITE 200
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
BUSINESS PHONE: 3239577990
MAIL ADDRESS:
STREET 1: 7083 HOLLYWOOD BLVD SUITE 200
STREET 2: SUITE 200
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
FORMER COMPANY:
FORMER CONFORMED NAME: VDI MEDIA
DATE OF NAME CHANGE: 19960516
FORMER COMPANY:
FORMER CONFORMED NAME: VDI MULTIMEDIA
DATE OF NAME CHANGE: 19991115
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: POINT 360
CENTRAL INDEX KEY: 0001014733
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819]
IRS NUMBER: 954272619
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 7083 HOLLYWOOD BLVD SUITE 200
STREET 2: SUITE 200
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
BUSINESS PHONE: 3239577990
MAIL ADDRESS:
STREET 1: 7083 HOLLYWOOD BLVD SUITE 200
STREET 2: SUITE 200
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
FORMER COMPANY:
FORMER CONFORMED NAME: VDI MEDIA
DATE OF NAME CHANGE: 19960516
FORMER COMPANY:
FORMER CONFORMED NAME: VDI MULTIMEDIA
DATE OF NAME CHANGE: 19991115
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>rlsf13d01a.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Point.360
-----------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
730698 10 7
--------------------------------
(CUSIP Number)
Point.360, 7083 Hollywood Blvd., Suite 200, Hollywood, CA 90028,
Attention: Alan R. Steel
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 30, 2001
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 730698 10 7
--------- -----------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
R. Luke Stefanko
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) 00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) Or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES 7. Sole Voting Power 2,174,666
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8. Shared Voting Power 0
9. Sole Dispositive Power 2,174,666
10. Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,174,666
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity security to which this Statement relates is
the common stock, no par value (the "Common Stock") of Point.360, a California
corporation (the "Company" or the "Issuer"). The name and address of the
principal executive offices of the Company are Point.360, 7083 Hollywood
Boulevard, Suite 200, Hollywood, California 90028.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this Statement is R. Luke Stefanko.
(b) The principal business address of Mr. Stefanko is 7083 Hollywood
Boulevard, Hollywood, CA 90028.
(c) Mr. Stefanko's principal occupation is President and Chief Executive
Officer of Point.360. The Company is principally engaged in servicing
the post-production and broadcast distribution needs of entertainment
studios, advertising agencies, corporations and independent producers.
The Company's address is 7083 Hollywood Boulevard, Suite 200,
Hollywood, CA 90028.
(d) Mr. Stefanko has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Stefanko was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f) Mr. Stefanko is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In July, August, September and October, 2001, 399,400 shares of
common stock previously owned by Mr. Stefanko have been sold by Prudential
Securities, Inc. as pledgee for the account of Mr. Stefanko pursuant to a margin
loan agreement entered into in 1996. Although permitted by such agreement, the
sales were executed against Mr. Stefanko's express requests. As of the date of
this Statement, Mr. Stefanko's ownership consists of 1,960,666 shares owned and
options to purchase 214,000 shares within 60 days of the date of this Statement.
The 1,960,666 shares were acquired in connection with a court-approved Written
Stipulation for Judgment (the "Stipulation") in connection with the dissolution
of Mr. Stefanko's marriage, which dissolution became effective on January 26,
2000. The Stipulation divided ownership with respect to 5,275,400 shares of
Common Stock previously held by Mr. and Mrs. Stefanko as community property.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Stefanko acquired such securities for purposes of investment.
Depending upon market conditions and other factors that Mr. Stefanko deems
material to his investment decision, Mr. Stefanko may purchase additional shares
of Common Stock or other securities of the Issuer in the open market, in private
transactions or from the Issuer, or may dispose of all or a portion of the
shares of Common Stock or other securities of the Issuer that he now owns or
hereafter may acquire. Other than as set forth above, Mr. Stefanko has no plans
or proposals which relate to or would result in:
<PAGE>
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Stefanko is the beneficial owner of 2,174,666 shares of the Common
Stock of the Issuer, constituting 23.5% of such class. Mr. Stefanko has
the right to acquire 214,000 of such 2,174,666 shares pursuant to
options that are currently exercisable.
(b) Mr. Stefanko has sole power to vote, direct the vote of, dispose of,
and direct the disposition of the shares described in (a) above subject
to the rights of Prudential Securities, Inc. as set forth in Item 3
above.
(c) Reference is made to Forms 4 filed by Mr. Stefanko with the Securities
and Exchange Commission itemizing the terms of stock sales by
Prudential Securities, Inc. See also Item 3 above.
(d) Prudential Securities, Inc. has the right to receive or the power to
direct the receipt of proceeds from the sale of 1,960,666 shares of
common stock owned by Mr. Stefanko and pledged as security pursuant to
a margin loan agreement entered into in 1996.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The margin loan agreement governing 1,960,666 shares of Common
Stock owned by Mr. Stefanko has been described in Item 3.
Nonqualified stock option agreements govern the terms and
conditions of options to purchase 214,000 shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 2, 2001
/s/ R. Luke Stefanko
--------------------
R. Luke Stefanko
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>