-----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, PTV678zCF86d1PorFPO3NJuiWsN3HN40kD2G30jtLEd+huQNRXaLLJKs8LXBYvLy nPdxhuBapHMu1xuFYFJ7ow== 0000950134-06-018214.txt : 20060925 0000950134-06-018214.hdr.sgml : 20060925 20060925171948 ACCESSION NUMBER: 0000950134-06-018214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060921 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060925 DATE AS OF CHANGE: 20060925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPT ENTERPRISES INC CENTRAL INDEX KEY: 0001283843 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 611407231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50848 FILM NUMBER: 061107124 MAIL ADDRESS: STREET 1: 1041 N. FORMOSA AVE. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90046 8-K 1 c08710e8vk.htm FORM 8-K e8vk
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UNITED STATES
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): September 21, 2006
WPT Enterprises, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   333-14479   77-0639000
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
         
5700 Wilshire Blvd., Suite 350,
   
Los Angeles, California
  90036
     
(Address of principal
  (Zip Code)
executive offices)
   
         
Registrant’s telephone number, including area code:
  323-330-9900
         
Not Applicable
 
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:
    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Press Release


Table of Contents

Item 1.01 Entry into a Material Definitive Agreement.
Effective September 22, 2006, the Company appointed Scott Friedman as its Chief Financial Officer. The material terms of Mr. Friedman’s compensation arrangements are described in Item 5.02 below.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 21, 2006, W. Todd Steele notified the Company of his resignation as the Company’s Chief Financial Officer, Treasurer and Secretary. Mr. Steele will remain with the Company until October 20, 2006, to aid in the transition of his duties to the Company’s newly appointed Chief Financial Officer.
Effective September 22, 2006, the Board of Directors of the Company appointed Scott Friedman, age 33, to serve as the Company’s Chief Financial Officer. Mr. Friedman had served as the Company’s Vice President of Finance and Controller since September 13, 2004. Prior to joining the Company, Mr. Friedman served as Controller of Sony Pictures Digital from September 2003 until August 2004. Prior to that, Mr. Friedman spent over five years in finance positions of increasing responsibility at The Walt Disney Company. Mr. Friedman began his career at Arthur Andersen and is a Certified Public Accountant.
Mr. Friedman has no familial relationship to any other officer or director of the Company and he has not entered into any transaction as described by Item 404(a) of Regulation S-K.
Mr. Friedman’s compensation arrangements provide for an annual base salary of $200,000. Mr. Friedman will also be eligible to receive an annual bonus pursuant to a Company-wide employee bonus plan. In addition, on September 22, 2006, Mr. Friedman was granted an option to purchase 30,000 shares of the Company’s common stock at an exercise price of $3.93 per share, which was the closing price of the Company’s common stock on the Nasdaq National Market on September 22, 2006 (the “Option”). The Option will vest in equal installments over a five year period, beginning on the first anniversary of the grant date.
Item 7.01 Regulation FD Disclosure.
On September 25, 2006, the Company issued a press release regarding the sale of its equity interest in PokerTek, Inc. to Aristocrat International Pty. Limited, the resignation of W. Todd Steele as its Chief Financial Officer, Treasurer and Secretary, and the appointment of Scott Friedman as the Company’s Chief Financial Officer. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated by reference into this item.
The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
      99.1 Press Release issued September 25, 2006.


Table of Contents

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.
         
 
WPT Enterprises, Inc.
 
 
September 25, 2006  By:   /s/ Adam Pliska    
    Name:   Adam Pliska   
    Title:   General Counsel   
 

EX-99.1 2 c08710exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(WPT-R- WORLD POKER TOUR LOGO)
WPT Enterprises, Inc. Appoints Scott Friedman as Chief
Financial Officer
- WPTE also completes sale of investment in PokerTek, Inc.
LOS ANGELES, September 25, 2006 — WPT Enterprises, Inc. (NASDAQ:WPTE) today announced that Scott A. Friedman, its Vice President of Finance and Corporate Controller, has been named Chief Financial Officer replacing W. Todd Steele, who has accepted a position with a private equity firm. Mr. Friedman joined WPTE in 2004 from Sony Pictures Entertainment where he served as Controller of Sony Pictures Digital. He previously spent five years in finance positions of increasing responsibility at The Walt Disney Company. Mr. Friedman began his career at Arthur Andersen and is a Certified Public Accountant. Mr. Steele will remain with the Company through October 20, 2006, to ensure a smooth transition.
“Scott has been a valuable member of our team since we took WPTE public and has been instrumental in helping grow the business over the last few years,” said Steve Lipscomb, Founder and Chief Executive Officer of WPTE. “Todd has been a strong member of our management team, and we wish him well in his new endeavor. WPTE has become a fundamentally strong organization, with bench strength across our financial operations. As a result, we were able to promote from within, allowing us to seamlessly transition as we continue to grow our businesses and build shareholder value.”
The Company also announced that, pursuant to a Stock Purchase Agreement dated September 8, 2006 with Aristocrat International Pty. Limited (“Aristocrat”), it had sold its remaining equity interest in PokerTek, Inc., consisting of 450,000 shares of PokerTek’s common stock. The transaction closed on September 19, 2006, and the Company expects to recognize a gain on the sale of the investment of approximately $4.5 million in the third quarter of 2006.
Steve Lipscomb commented, “We are pleased with the value that we have generated for our shareholders through our investment in PokerTek. We believe this is a good example of leveraging our brand and position in the poker marketplace to create successful partnerships. We expect to utilize the proceeds from the stock sale to further build our core media and online gaming businesses.”

 


 

About WPT Enterprises, Inc.
WPT Enterprises, Inc. (Nasdaq: WPTE) is a company engaged in the creation of internationally branded entertainment and consumer products driven by the development, production, and marketing of televised programming based on gaming themes. WPTE is the creator of the World Poker Tour®, a television show based on a series of high-stakes poker tournaments that airs on the Travel Channel in the United States and in more than 150 markets globally. With the WPT in its fifth season, WPTE has launched a second series on the Travel Channel, the Professional Poker Tour™, which focuses on the play of poker’s leading stars. WPT also operates a real-money online gaming website, www.wptonline.com, which prohibits wagers from players in the U.S. and other restricted jurisdictions. WPT Enterprises currently licenses its brand to companies in the business of poker equipment and instruction, apparel, publishing, electronic and wireless entertainment, DVD/home entertainment, casino games, and giftware. The company is also engaged in the sale of corporate sponsorships. For show information, tools for improving poker play, and other WPT news, fans may log on to www.worldpokertour.com. WPT Enterprises, Inc. is a majority owned subsidiary of Lakes Entertainment, Inc. (Nasdaq: LACO). Photos and media information can be found online at: www.worldpokertour.com/media

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by WPT Enterprises, Inc.) contains statements that are forward-looking, such as statements relating to the expansion of WPTE’s brand licensing, the development of new television and film projects, the development of WPTE’s online gaming business, the development of WPTE corporate sponsors and other business development activities, as well as statements regarding industry growth and WPTE’s business strategy. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of WPTE. These risks and uncertainties include, but are not limited to, WPTE’s significant dependence on the Travel Channel as a source of revenue; difficulty of predicting the growth of our online casino business, which is a relatively new industry with an increasing number of market entrants; the increased time, cost and expense of developing and maintaining WPTE’s own online gaming software; the potential that our television programming will fail to maintain a sufficient audience; the risk that competitors with greater financial resources or marketplace presence might develop television programming that would directly compete with WPTE’s television programming; the risk that WPT may not be able to protect its entertainment concepts, current and future brands and other intellectual property rights; risks associated with future expansion into new or complementary businesses; the termination or impairment of WPTE’s relationships with key licensing and strategic partners; and WPTE’s dependence on its senior management team.For more information, review WPTE’s filings with the Securities and Exchange Commission.
     
Company Contact:
  Todd Steele, Chief Financial Officer
 
  323-330-9900
 
  tsteele@worldpokertour.com
 
   
Investor Relations Contact:
  Andrew Greenebaum / Allyson Pooley
 
  Integrated Corporate Relations, Inc.
 
  310-954-1100
 
  agreenebaum@icrinc.com / apooley@icrinc.com

-2-

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