-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8LDZhfHeSZ/Bw1AI4vpDCW7WAHo2KSF3knjMvwFLl3FZd1Wp5LL/MZ5TqW6H/0t hpPGsNMrajQ980VGkp1Yew== 0000893220-03-001526.txt : 20030903 0000893220-03-001526.hdr.sgml : 20030903 20030903143430 ACCESSION NUMBER: 0000893220-03-001526 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030819 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON VIDEO IMAGE INC CENTRAL INDEX KEY: 0001009833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 223062052 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23415 FILM NUMBER: 03878803 BUSINESS ADDRESS: STREET 1: 15 PRINCESS RD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6099129400 MAIL ADDRESS: STREET 1: 15 PRINCESS ROAD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 8-K 1 w89690e8vk.txt FORM 8-K FOR PRINCETON VIDEO IMAGE, INC 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) August 19, 2003 --------------- Princeton Video Image, Inc. ------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 000-23415 22-3062052 ------------------------------------------------------------------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 15 Princess Road, Lawrenceville, New Jersey 08648 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (609) 912-9400 ----------------------------------------------------------------- Not Applicable -------------------- (Former Name or Former Address, If Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On August 19, 2003, Princeton Video Image, Inc. ("PVI") completed the sale of substantially all of its assets pursuant to section 363 of the U.S. Bankruptcy Code to PVI Virtual Media Services, LLC, a newly formed entity owned by PVI's two secured creditors and largest stockholders ("PVI Virtual"). PVI Virtual acquired the assets for consideration consisting of the following: (i) a credit bid of all amounts due under certain outstanding pre-petition notes and a debtor in possession financing facility (approximately $9,830,384), plus (ii) $200,000 in cash (from which PVI was required to pay approximately $36,400 to cure its default under an assumed agreement), less (iii) applicable transfer and sales taxes (approximately $8,658). In addition, a member of PVI Virtual waived its right to collect approximately $64,000 from PVI, and PVI Virtual assumed liabilities under certain assumed agreements, which it estimates will exceed $3,500,000. PVI Virtual also paid an additional $125,000 in cash for the benefit of PVI's general unsecured creditors and professionals retained by the Official Committee of Unsecured Creditors. The amount of the consideration was determined during arms length negotiations between disinterested directors of PVI and representatives of PVI Virtual. The completion of the sale was subject to an auction process supervised by the United States Bankruptcy Court for the District of New Jersey. No other bids were received. Following the completion of the sale of its assets, PVI issued the following press release: "PVI COMPLETES SALE OF ASSETS Lawrenceville, NJ - August 20, 2003 -- Princeton Video Image, Inc. (OTCBB: PVII). Princeton Video Image, Inc. ("Princeton Video Image") announced today that it has completed the sale of substantially all of its assets pursuant to Section 363 of the U.S. Bankruptcy Code to PVI Virtual Media Services, LLC, a newly formed entity owned by Princeton Video Image's two secured creditors and largest stockholders. PVI Virtual Media Services is continuing Princeton Video Image's business under the name PVI. PVI Virtual Media Services provided Princeton Video Image with interim financing to fund its post-petition operating expenses. In light of the completion of the asset sale, Princeton Video Image expects to file shortly with the Bankruptcy Court a chapter 11 plan of liquidation that will distribute its remaining assets to creditors in accordance with the U.S. Bankruptcy Code. It is expected that there will be no distributions to Princeton Video Image's shareholders under the plan and that Princeton Video Image will subsequently be dissolved. This press release contains forward-looking statements of Princeton Video Image, as defined by the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated as a result of various risks and uncertainties, including, but not limited to, the following: Princeton Video Image's ability to obtain court approval with respect to motions in the Chapter 11 proceeding or to confirm a plan of liquidation and the uncertainty associated with motions by third parties in the bankruptcy proceeding. About PVI Virtual Media Services, LLC: Operating under the name PVI, PVI Virtual Media Services is continuing Princeton Video Image's business of providing real-time virtual advertising, programming enhancements, virtual product integration and targeted interactive services for televised sports and entertainment events. It services the advertising industry with its proprietary, Emmy award-winning technology. Headquartered in New York City and Lawrenceville, New Jersey, it has offices in Los Angeles, Toronto, Tel Aviv, Mexico City and Hong Kong. CONTACT: Princeton Video Image, Inc. James Green, 609/912-9400 SOURCE: Princeton Video Image, Inc." Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 10.1 Asset Purchase Agreement by and between Princeton Video Image, Inc. and PVI Virtual Media, LLC (Incorporated by reference to Exhibit 10.1 to PVI's Current Report on Form 8-K filed on June 26, 2003, S.E.C. File Number 000-23451). 10.2 Amendment No. 1 to Asset Purchase Agreement between Princeton Video Image, Inc. and PVI Virtual Media, LLC 10.3 Extract from Order Authorizing and Approving (A) the Sale of Certain Assets of the Debtor Free and Clear of Liens, Claims, Encumbrances and Interests, and (B) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, effective August 7, 2003 10.4 Extract from Stipulation and Consent Order Waiving Challenge Deadline * * * * * 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 hereunto duly authorized. Princeton Video Image, Inc. By: /s/ James Green ---------------------------------------- James Green President and Chief Operating Officer Dated: August 29, 2003 EX-10.2 3 w89690exv10w2.txt AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENT AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT is dated as of July ___, 2003 and amends the original Asset Purchase Agreement (the "Original Agreement", and as amended, the "Agreement") dated as of May 29, 2003 (the "Agreement Date") by and between Princeton Video Image, Inc., a Delaware corporation ("Seller"), and PVI Virtual Media Services, LLC, a Delaware limited liability company ("Buyer"). All Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Agreement. W I T N E S S E T H: WHEREAS, Seller is engaged in the Business; WHEREAS, Seller, on or about May 29, 2003 commenced a case (the "Chapter 11 Case") under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"); and WHEREAS, Seller continues to desire to sell to Buyer all of the assets of the Business, and Buyer desires to purchase such assets, all in the manner and subject to the terms and conditions set forth in this Agreement and pursuant to Sections 105, 363, 365 and 1146 of the Bankruptcy Code and Fed. R. Bankr. P. 2002, 6004, 6006, 9014 and 9019. NOW, THEREFORE, the parties hereby agree to amend and supplement the Original Agreement as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. As used in the Agreement, definitions of the following terms are amended in their entirety as follows: "Assumed Agreements" means all contracts and leases related to the Business listed on Exhibit A and all other contracts and leases related to the Business which Buyer agrees to assume by giving notice to Seller of such assumption within 10 days prior to Closing; and Buyer may also elect to remove any contract or lease from Exhibit A on notice to Seller given at least 5 days prior to Closing. Seller shall from time to time through Closing disclose to Buyer all contracts and leases it enters into so that Buyer may make the foregoing elections. In addition, Exhibit A shall be supplemented to include any agreement entered into after the date hereof between the Seller and CBS Sports which is required to be and has been approved by the Buyer. "Challenge Deadline" shall mean August 13, 2003. "DIP Facility" means that certain Debtor-in-Possession Loan and Security Agreement by and between Seller, as borrower, and Buyer, as lender, as amended, in the aggregate principal amount of up to $2.206 MILLION. "Excluded Assets" means (i) any Avoidance Actions under the Bankruptcy Code and any other claims or causes of action of any nature against any Person, other than Avoidance Actions and claims or causes of action against the Subsidiaries or the Buyer, (ii) any rights under any lease or executory contract which is not an Assumed Agreement, (iii) any real estate owned or leased by Seller except leases which are Assumed Agreements and (iv) all of Seller's interest in Princeton Video Image Europe, N.V. "Purchased Assets" means all of the tangible and intangible personal property of Seller, including all assets related to the Company's use, assembly, manufacture, design, development, marketing and sale of L-VIS(R) and iPoint(TM), wherever located, including, but not limited to: cash and cash equivalents; accounts receivable; interests in and any claims against the Subsidiaries, including, but not limited to, Avoidance Actions against the Subsidiaries; drawings; specifications; procedures; processes; complaint files; all records related to regulatory matters; Machinery and Equipment; fixtures; tooling; dies; molds; all computer generated drawings and information related to the Purchased Assets; computer hardware related to the Purchased Assets; Inventory; data bases; regulatory filings; assignable Permits; prepaid airtime, prepaid discounts, other obligations owing to the Seller; goodwill; all Intellectual Property; customer and prospect lists; all Assumed Agreements; the right to do business with existing customers and vendors; proprietary or other rights regarding the Business; sales and promotional materials, and all assets related to the developing and marketing a real-time video insertion system; with the exception of the Excluded Assets. "Sale Order" means an order substantially in the Form of Exhibit D entered by the Bankruptcy Court that includes (i) a finding that the Transaction is in good faith and otherwise satisfies the provisions of Section 363, including Sections 363(m) and (n), of the Bankruptcy Code; (ii) authorization and approval of the Transaction pursuant to this Agreement; (iii) a provision that the Purchased Assets are being transferred free and clear of all Interests; (iv) a provision that the permits the Buyer to acquire the obligations represented by the Secured Loan Credit Amount from its Affiliates prior to the Closing and to "credit bid" and use the Secured Loan Credit Amount as a set off to its payment of the Purchase Price and (v) such other terms as Buyer or its counsel may reasonably require. ARTICLE II COVENANTS OF THE PARTIES In addition to the covenants of the parties set forth in the Original Agreement the parties covenant as follows: 2.1 CBS Sports. Seller will continue to negotiate with CBS Sports for a contract to provide products and services during the fall professional and college football season. Seller shall obtain the prior written consent of Buyer prior to entering into any such agreement. If an agreement is reached with CBS Sports and approved by Buyer, such agreement shall automatically become an Assumed Agreement under this Agreement, and any machinery or equipment acquired by Seller to perform under such agreement shall be added to the list of machinery and equipment on Exhibit B and be acquired by Buyer. ARTICLE III MISCELLANEOUS 3.1 No Other Changes. Except as set forth herein, the Original Agreement shall remain in full force and effect and nothing contained herein shall constitute a waiver of any rights of the Buyer, including, but not limited to, any rights which arise as a result of existing or future Events of Default or rights to insist upon strict observance of closing conditions, under the Original Agreement. 3.2 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts to this Amendment may be delivered via facsimile. IN WITNESS WHEREOF, this Asset Purchase Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. PVI VIRTUAL MEDIA SERVICES, LLC By: /s/ Lawrence Burian ---------------------------------- Name: Lawrence J. Burian ------------------------------- Title: Manager ------------------------------- PRINCETON VIDEO IMAGE, INC. By: /s/ James Green ---------------------------------- Name: James Green ------------------------------ Title: President ------------------------------ EX-10.3 4 w89690exv10w3.txt EXTRACT FROM ORDER EXTRACT FROM ORDER AUTHORIZING AND APPROVING (A) THE SALE OF CERTAIN ASSETS OF THE DEBTOR FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, AND (B) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, EFFECTIVE AUGUST 7, 2003 " 3. The Purchase Agreement, as amended by the Amendment, shall be further amended to provide that the Purchase Price to be paid by the Buyer at the Closing shall include an additional cash payment in the amount of $100,000 paid to Drinker, Biddle & Reath LLP, attorneys for the Committee, for the benefit of Debtor's general unsecured creditors and professionals retained by the Committee. Except as expressly modified by this Approval Order, the Purchase Agreement, including all exhibits, schedules and annexes thereto, the Amendment, and all of the terms and conditions thereof, are hereby approved in all respects. Hereinafter, the Purchase Agreement, as amended by the Amendment and this Approval Order, shall be referred to collectively as the 'Purchase Agreement'." EX-10.4 5 w89690exv10w4.txt EXTRACT FROM STIPULATION AND CONSENT ORDER EXTRACT FROM STIPULATION AND CONSENT ORDER WAIVING CHALLENGE DEADLINE " 1. Presencia shall pay at confirmation of a plan of reorganization or liquidation the sum of $25,000 to Drinker Biddle & Reath LLP, attorneys for the Creditors' Committee, for the benefit of the Debtor's general unsecured creditors and professionals retained by the Creditors' Committee." -----END PRIVACY-ENHANCED MESSAGE-----