-----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, M2NjtSr+3AvwNiT22u0mUkXkGleL0gyY4BQmyG6JbKpne+BBaLbLA4bLf+FCvsvH ZRZhVPdlZJkuiPlLS5r70A== 0001125282-01-001483.txt : 20010417 0001125282-01-001483.hdr.sgml : 20010417 ACCESSION NUMBER: 0001125282-01-001483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010405 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13806 FILM NUMBER: 1602548 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK TURF CLUB INC DATE OF NAME CHANGE: 19740728 8-K 1 0001.txt CURRENT REPORT 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) April 5, 2001 --------------------------- TRANSMEDIA NETWORK INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
Delaware 001-13806 84-6028875 - ------------------------------ ------------------------------- ------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.)
11900 Biscayne Boulevard, North Miami, Florida 33181 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (305) 892-3300 -------------------------- Not Applicable - ------------------------------------------------------------------------------- (Former Name or Address, if Changed Since Last Report) ITEM 5. Other Events. Effective April 16, 2001, the common stock of Transmedia Network Inc. will be listed on the American Stock Exchange under the ticker symbol "TMN". The Company is in the process of listing or including the Series A Senior Convertible Redeemable Preferred Stock on a national securities exchange or on a quotation service. On April 5, 2001, the New York Stock Exchange notified the Company that it had determined to delist the common stock and the Series A Preferred Stock because the Company was unable to achieve total stockholders' equity of $50 million within a prescribed time period. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed with this Report: Exhibit Number Description -------------- ----------- 99.1 Press Release, dated April 12, 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. TRANSMEDIA NETWORK INC. Date: April 13, 2001 By: /s/ Keith Kiper ------------------------------------ Keith Kiper Vice President INDEX OF EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release, dated April 12, 2001.
EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 P R E S S R E L E A S E - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE TRANSMEDIA NETWORK INC. TO LIST COMMON STOCK ON AMERICAN STOCK EXCHANGE MIAMI, FL, April 12, 2001 -- Transmedia Network Inc., the leading provider of transaction-based dining rewards programs, announced today that its common stock will commence trading on the American Stock Exchange (AMEX) under the ticker symbol TMN effective Monday, April 16, 2001. "We continue to make significant progress toward meeting our business development goals, including having achieved profitability in our traditional business last quarter and showing continued strong growth in the quarter just completed, " said Gene Henderson, President and Chief Executive Officer of Transmedia Network. "Given our positive growth trend, we believe the service orientation and support of the AMEX, particularly as it relates to small- and mid-cap companies, is appropriate for our size and shareholder base." Transmedia currently has 16.2 million common shares outstanding. The Company's common stock had been listed on the New York Stock Exchange (NYSE) since June of 1995. The Company also noted that it had decided not to pursue a planned appeal to the New York Stock Exchange regarding a rule change that required Transmedia to increase its total stockholders' equity within a prescribed period in order to continue its listing. Transmedia, which was founded in 1985, and has been public since 1991, recently rebranded its dining rewards program as iDine. Since launching the new program last fall, the company has shown strong continued growth and has continued to expand its partnership with the major airline dining programs, including those offered by American, United and Delta. Transmedia has also introduced its new website, its corporate card T&E initiative and a multi-unit restaurant program. For the three-month period ended December 31, 2000, Transmedia's total operating revenues amounted to approximately $11.8 million on gross sales in the dining sector of $44.0 million. Transmedia Network Inc. presently offers its 4.4 million members a variety of dining savings and rewards programs at more than 7,300 restaurants throughout the United States via means of a registered credit card. The dining savings are offered through the Company's programs, re-branded under the name iDine, and may be accessed through membership in airline frequent flyer programs, club memberships or other partnerships that have been established. Transmedia Network Inc. also offers rewards and loyalty programs through many well-known cataloguers and/or outlets for leisure travel. It also markets specialized credit card transaction processing systems to merchants. # # # Statements in this release that are not strictly historical are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, which may cause the company's actual results in the future to differ materially from expected results. These risks include, without limitation, the history of operating losses, susceptibility to merchant credit risk, and the possible delisting of the Company's common stock and Series A preferred stock, and are qualified in their entirety by cautionary language and additional risk factors set forth in the company's filings with the Securities and Exchange Commission.
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