-----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, E1y5+6JlD0cx6D1PX5YASS6APdldcFfaZAkfnzCKSYUeRqdE+mY/6tkVwp7ElrlU FrHP318VvyO2aemawLa1Sw== 0001014733-06-000004.txt : 20060106 0001014733-06-000004.hdr.sgml : 20060106 20060105190939 ACCESSION NUMBER: 0001014733-06-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051231 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060105 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21917 FILM NUMBER: 06514420 BUSINESS ADDRESS: STREET 1: 2777 NORTH ONTARIO STREET STREET 2: SUITE 200 CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: 818-565-1443 MAIL ADDRESS: STREET 1: 2777 NORTH ONTARIO STREET STREET 2: SUITE 200 CITY: BURBANK STATE: CA ZIP: 91504 FORMER COMPANY: FORMER CONFORMED NAME: VDI MULTIMEDIA DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: VDI MEDIA DATE OF NAME CHANGE: 19960516 8-K 1 f8k2006-1.txt 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 Date of Report (Date of earliest event reported) December 30, 2005 ------------------------------- POINT.360 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-21917 95-4272619 - ------------------------------- ---------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2777 North Ontario Street, Burbank, California 91504 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (818) 565-1400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------------- (Former name or former address, if changed since last report) 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: __ 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)) Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT. On December 30, 2005, Haig S. Bagerdjian vested in full options to purchase 60,000 and 75,000 shares of common stock of Point.360 (the "Company") with exercise prices of $3.94 and $2.38 per share, respectively, that were granted to him under the Company's 1996 Stock Incentive Plan (the "1996 Plan") on September 24, 2003 and October 12, 2004, respectively. Mr. Bagerdjian agreed that he would only sell, pledge or dispose of shares acquired pursuant to the respective stock option agreements subject to the following limitations: September 24, 2003 grant: none before the third anniversary of the grant, no more than 50% after the third anniversary of the grant, and 100% after the fourth anniversary of the grant. October 12, 2004: none before the second anniversary of the grant, no more than 33-1/3% after the second anniversary of the grant, 66-2/3% after the third anniversary of the grant, and 100% after the fourth anniversary of the grant. On December 30, 2005, G. Samuel Oki vested in full options to purchase 10,000 shares of the Company's common stock with an exercise price of $4.63 that were granted to him under the Company's 2000 Nonqualified Stock Option Plan (the "2000 Plan") on February 24, 2004. Mr. Oki agreed that he would only sell, pledge or dispose of shares acquired pursuant to the stock option agreement subject to the following limitations: none before the second anniversary of the grant, no more than 50% after the second anniversary of the grant, and 100% after the third anniversary of the grant. On December 30, 2005, Alan R. Steel vested in full options to purchase 10,000 and 15,000 shares of common stock of Point.360 (the "Company") with exercise prices of $2.62 and $2.38 per share, respectively, that were granted to him under the 1996 Plan on July 30, 2003 and October 12, 2004, respectively. Mr. Steel agreed that he would only sell, pledge or dispose of shares acquired pursuant to the respective stock option agreements subject to the following limitations: July 30, 2003 grant: none before the third anniversary of the grant, no more than 50% after the third anniversary of the grant, and 100% after the fourth anniversary of the grant. October 12, 2004: none before the second anniversary of the grant, no more than 33-1/3% after the second anniversary of the grant, 66-2/3% after the third anniversary of the grant, and 100% after the fourth anniversary of the grant. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 10.1 Vesting and lock-up agreement with Haig S. Bagerdjian 10.2 Vesting and lock-up agreement with G. Samuel Oki 10.3 Vesting and lock-up agreement with Alan R. Steel 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. Point.360 ---------------------------------- (Registrant) Date: January 5, 2006 By: /s/ Alan R. Steel ---------------------------------- Alan R. Steel Executive Vice President, Finance and Administration, Chief Financial Officer EX-10 2 hsb-stockopts2005.txt EXHIBIT 10.1 DATE: 30 December 2005 TO: Haig S. Bagerdjian FROM: Alan R. Steel SUBJECT: Stock Options ("Options") previously granted to you Date of Originally Currently Exercise Grant Granted Options Outstanding Options Price ----- --------------- ------------------- ----- 1996 Stock Incentive Plan: ------------------------- 9/24/03 120,000 120,000 $ 3.94 10/12/04 100,000 100,000 $ 2.38 The shares exercisable pursuant to the Options are referred to as "Shares." Dear Haig: This is to confirm that effective December 30, 2005, your Options are modified as follows: 1. The currently outstanding Options set forth above are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements. 2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plans and the applicable stock option agreements, you may sell, pledge or otherwise dispose of any Shares acquired from Point.360 pursuant to the applicable stock option agreement as follows: a) After the first anniversary of the Grant Date, no more than 25% of the Originally Granted Options. b) After the second anniversary of the Grant Date, no more than 50% of the Originally Granted Options. c) After the third anniversary of the Grant Date, no more than 75% of the Originally Granted Options. d) After the fourth anniversary of the Grant Date, no more than 100% of the Originally Granted Options. 3. Certificates for Shares that you acquire by exercise of options but cannot sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the shareholder and the Company, a copy of which is on file at the offices of the Company." 4. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability. 5. This Agreement is binding on you and on your personal representatives and assigns. It may be changed or terminated only in writing. Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter. Sincerely, /s/ Alan R. Steel - -------------------------- Alan R. Steel Executive Vice President, Finance & Administration and Chief Financial Officer Acknowledged and Agreed: /s/ Haig S. Bagerdjian - -------------------------- Haig S. Bagerdjian EX-10 3 oki-stockopts2005.txt EXHIBIT 10.2 DATE: 30 December 2005 TO: G. Samuel Oki FROM: Haig S. Bagerdjian SUBJECT: Stock Options ("Options") previously granted to you Date of Originally Currently Exercise Grant Granted Options Outstanding Options Price ----- --------------- ------------------- ----- 2000 Nonqualified Stock Option Plan: ----------------------------------- 2/24/04 15,000 15,000 $ 4.63 The shares exercisable pursuant to the Options are referred to as "Shares." Dear Sam: This is to confirm that effective December 30, 2005, your Options are modified as follows: 1. The currently outstanding Options set forth above are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements. 2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plans and the applicable stock option agreements, you may sell, pledge or otherwise dispose of any Shares acquired from Point.360 pursuant to the applicable stock option agreement as follows: a) After the first anniversary of the Grant Date, no more than 25% of the Originally Granted Options. b) After the second anniversary of the Grant Date, no more than 50% of the Originally Granted Options. c) After the third anniversary of the Grant Date, no more than 75% of the Originally Granted Options. d) After the fourth anniversary of the Grant Date, no more than 100% of the Originally Granted Options. 3. Certificates for Shares that you acquire by exercise of options but cannot sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the shareholder and the Company, a copy of which is on file at the offices of the Company." 4. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability. 5. This Agreement is binding on you and on your personal representatives and assigns. It may be changed or terminated only in writing. Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter. Sincerely, /s/ Haig S. Bagerdjian - -------------------------- Haig S. Bagerdjian Chairman of the Board, President & CEO Acknowledged and Agreed: /s/ G. Samuel Oki - -------------------------- G. Samuel Oki EX-10 4 ars-stockopts2005.txt EXHIBIT 10.3 DATE: 30 December 2005 TO: Alan R. Steel FROM: Haig S. Bagerdjian SUBJECT: Stock Options ("Options") previously granted to you Date of Originally Currently Exercise Grant Granted Options Outstanding Options Price ----- --------------- ------------------- ----- 1996 Stock Incentive Plan: ------------------------- 7/30/03 20,000 20,000 $ 2.62 10/12/04 20,000 20,000 $ 2.38 The shares exercisable pursuant to the Options are referred to as "Shares." Dear Alan: This is to confirm that effective December 30, 2005, your Options are modified as follows: 1. The currently outstanding Options set forth above are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements. 2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plans and the applicable stock option agreements, you may sell, pledge or otherwise dispose of any Shares acquired from Point.360 pursuant to the applicable stock option agreement as follows: a) After the first anniversary of the Grant Date, no more than 25% of the Originally Granted Options. b) After the second anniversary of the Grant Date, no more than 50% of the Originally Granted Options. c) After the third anniversary of the Grant Date, no more than 75% of the Originally Granted Options. d) After the fourth anniversary of the Grant Date, no more than 100% of the Originally Granted Options. 3. Certificates for Shares that you acquire by exercise of options but cannot sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the shareholder and the Company, a copy of which is on file at the offices of the Company." 4. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability. 5. This Agreement is binding on you and on your personal representatives and assigns. It may be changed or terminated only in writing. Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter. Sincerely, /s/ Haig S. Bagerdjian - -------------------------- Haig S. Bagerdjian Chairman of the Board, President & CEO Acknowledged and Agreed: /s/ Alan R. Steel - -------------------------- Alan R. Steel -----END PRIVACY-ENHANCED MESSAGE-----