-----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, Fz7gwsy2eBK4DioxzEfCsyAIVnUG2bhjoGeAlj66RsJtvZ7cq4DMcz1aigKREMs9 yTz1QByCbpc/eqigLDwoWQ== 0001144204-03-000950.txt : 20030311 0001144204-03-000950.hdr.sgml : 20030311 20030311105200 ACCESSION NUMBER: 0001144204-03-000950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCORES HOLDING CO INC CENTRAL INDEX KEY: 0000831489 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 870426358 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16665 FILM NUMBER: 03598866 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-421-8480 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPUS MTM CORP DATE OF NAME CHANGE: 19970215 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET ADVISORY CORP DATE OF NAME CHANGE: 19980904 8-K 1 doc1.txt 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) February 25, 2003 SCORES HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) Utah 0-16665 87-042635 - ------------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation or organization) Identification No.) 150 E. 58th Street, New York, NY 10022 (Address of principal executive offices)(Zip Code) (212) 421-8480 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, If Changed since Last Report.) 1 Item 5. Other Events and Required FD Disclosure. On February 25, 2003, Scores Holding Company, Inc. ("Scores" or the "Registrant") entered into a Second Modification of Loan and Convertible Debenture Purchase Agreements and Related Transaction Documents (the "Second Modification Agreement") with an accredited private investor (the "Investor"). The loan and debenture agreements and related documents between Scores and the Investor had previously been modified pursuant to a modification agreement (the "First Modification Agreement") dated November 14, 2002. The terms of the First Modification Agreement were described in the Registrant's Report on Form 10-Q for the quarter ended September 30, 2002. Under the First Modification Agreement, Scores agreed to prepay an aggregate of $1,830,000 principal amount of convertible debenture and nonconvertible debt held by the Investor by making periodic payments totaling $2,470,000. Scores had paid an aggregate of $970,000 of these periodic payments as of the date of the Second Modification Agreement. Under the terms of the Second Modification Agreement, the principal amount of the convertible debenture becomes $555,000 and the principal amount of the nonconvertible debt becomes $555,000. Both the convertible debenture and nonconvertible debt are due on August 7, 2007. The per share conversion price of the convertible debt is the lesser of (a) $1.15 or sixty-five percent (65%) of the average of the closing bid prices per share of Registrant's common stock during the five (5) trading days immediately preceding August 13, 2002 or (b) fifty percent (50%) of the average of the three (3) lowest closing bid prices per share of the common stock during the forty (40) trading days immediately preceding the date on which the Investor gives a notice of conversion. The First Modification Agreement also provided that the Investor agreed to exercise a warrant to acquire 500,000 shares of Registrant's common stock for the aggregate exercise price of $5,000, with the shares to be held in escrow until November 14, 2003. Under the terms of the Second Modification Agreement, these shares were released to the Investor. These shares are restricted shares under the Securities Act of 1933. The Investor has "piggyback" registration rights in the event that Scores files a registration statement with the Securities and Exchange Commission. Under the First Modification Agreement, the Investor agreed to place 241,000 unrestricted shares of Registrant's common stock into escrow until their release on June 30, 2003. Scores had the option to purchase these shares at a price equal to seventy percent (70%) of their market price as of the release date. Under the Second Modification Agreement, these shares were released to the Investor and Scores' option was terminated. Registrant stated in its Report on Form 10-Q for the quarter ended September 30, 2002 that the adult entertainment nightclub to be operated under the "Scores" name at 533-535 West 28th Street, New York, NY was scheduled to open during the latter part of March 2003. As a result of construction delays, the nightclub is now scheduled to open during the latter part of May 2003. 2 Item 7. Financial Statements, Pro forma Financial Information and Exhibits (c) Exhibits 10.1 Second Modification of Loan and Convertible Debenture Purchase Agreements and Related Transaction Documents 3 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. SCORES HOLDING COMPANY, INC. Dated: March 10, 2003 By: /s/ Richard Goldring ----------------------------------- Richard Goldring President & Chief Executive Officer 4 EX-10.1 3 doc2.txt Exhibit 10.1 SECOND MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND RELATED TRANSACTION DOCUMENTS THIS SECOND MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND RELATED TRANSACTION DOCUMENTS (this "Agreement"), is made and entered into as of February 25, 2003, between Scores Holding Company, Inc., a corporation organized and existing under the laws of the State of Utah (the "Company"), HEM Mutual Assurance Fund Limited, a Hong Kong corporation ("HEM I"), HEM Mutual Assurance, LLC, a limited liability company ("HEM II") and Kaplan Gottbetter & Levenson, LLP ("Escrow Agent"). WHEREAS, the Company and HEM I entered into a Loan Agreement dated as of August 7, 2002 (the "Loan Agreement"), pursuant to which HEM I lent to the Company the sum of one million dollars ($1,000,000), which loan is evidenced by a promissory note dated as of August 7, 2002 (the "Promissory Note"). WHEREAS, Heir Holding Company, Inc., a corporation organized and existing under the laws of the State of Delaware ("Heir"), and a wholly owned subsidiary of the Company, entered into a Convertible Debenture Purchase Agreement under Rule 504 under the Securities Act of 1933 (the "504 Purchase Agreement"), pursuant to which HEM I purchased the Company's 1% Convertible Debenture in the principal amount of one million dollars ($1,000,000) (the "504 Debenture"). The Company has assumed all of Heir's obligations and liabilities under the 504 Purchase Agreement and the 504 Debenture, and for all purposes of this Agreement the Company is considered to be the primary obligor on the 504 Purchase Agreement and the 504 Debenture. WHEREAS, the Company and HEM II entered into a Convertible Debenture Purchase Agreement dated as of August 7, 2002 involving a "PIPE" investment (the "PIPE Purchase Agreement"), pursuant to which, among other things, the Company agreed to issue a 1% Convertible Debenture (the "PIPE Debenture") to HEM II at a closing that would occur after certain conditions were met or satisfied. WHEREAS, pursuant to the PIPE Purchase Agreement the Company issued a Common Stock Purchase Warrant for five hundred thousand (500,000) shares of the Company's common stock (the "Termination Warrant"), in the name of HEM II and delivered it to Kaplan Gottbetter & Levenson (the "Escrow Agent"), to be held in escrow, pursuant to the terms of an Escrow Agreement dated as of August 7, 2002, among HEM II, the Company and the Escrow Agent (the "Escrow Agreement"). WHEREAS, pursuant to the PIPE Purchase Agreement the Company and HEM II executed a Special Registration Rights Agreement (the "Registration Rights Agreement"), dated as of August 7, 2002, and delivered it to the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement. The Registration Rights Agreement grants certain piggyback registration rights to HEM II. 1 WHEREAS, all of the parties hereto entered into a Modification of Loan and Convertible Debenture Purchase Agreements and Related Transaction Documents dated as of November 14, 2002 (the "Loan Modification Agreement") pursuant to which, among other things: (a) the Company and HEM I agreed to certain prepayments of the Promissory Note and the 504 Debenture, so that the aggregate outstanding principal balance of the Promissory Note and the 504 Debenture is one million one hundred ten thousand dollars ($1,110,000) as of the date hereof, (b) the Termination Warrant and the Registration Rights Agreement were delivered to HEM II, HEM II exercised the Termination Warrants and received five hundred thousand (500,000) shares of common stock of the Company (the "Warrant Shares") and HEM II delivered the Warrant Shares to the Escrow Agent to be held in escrow, and (c) HEM I delivered two hundred forty one thousand (241,000) shares of common stock of the Company (the "HEM I Shares") owned by HEM I to the Escrow Agent to be held in escrow. WHEREAS, the Company, HEM I, HEM II and Escrow Agent desire to modify the terms of the Loan Agreement, Promissory Note, 504 Purchase Agreement, 504 Debenture and the Loan Modification Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Company , HEM I, HEM II and Escrow Agent agree as follows: 1. Certain Definitions. Capitalized terms used in this Agreement and ------------------- not defined herein shall have the meanings ascribed to them in the 504 Purchase Agreement, PIPE Purchase Agreement and the Loan Modification Agreement, as the context requires. 2. Adjustments to Promissory Note and 504 Debenture. The Company and ------------------------------------------------ HEM I warrant, represent and agree that as of the date hereof the outstanding principal balance of the Promissory Note is five hundred fifty five thousand ($555,000) and the outstanding principal balance of the 504 Debenture is five hundred fifty five thousand ($555,000). In all other respects, the Promissory Note and the 504 Debenture shall remain in full force and effect in accordance with their terms. 3. Notation on Promissory Note and 504 Debenture. The original executed --------------------------------------------- copy of each of the Promissory Note and the 504 Debenture shall be endorsed with a legend on the face thereof which states as follows: "The terms of payment of this instrument have been modified by an Agreement dated [the date of this Agreement], a copy of which is annexed to this instrument. Any assignee or transferee of this instrument takes it subject to the terms of said Agreement." 4. Warrant Shares and Registration Rights Agreement. Simultaneously ------------------------------------------------ with the execution of this Agreement, the Escrow Agent shall release and deliver the certificates for the Warrant Shares and the Registration Rights Agreement to HEM II. 2 5. HEM I Shares. Simultaneously with the execution of this Agreement, ------------- the Escrow Agent shall release and deliver the certificates for the HEM I Shares to HEM I or to its designee. 6. General. Except as herein specifically provided to the contrary, the -------- 504 Purchase Agreement, the 504 Debenture, the Loan Agreement, the Promissory Note and the Loan Modification Agreement shall remain in full force and effect in accordance with their terms. [Signatures on following page] 3 In witness whereof, the undersigned have executed this Agreement as of the day first written above. Scores Holding Company, Inc. By: _______________________ Name: _____________________ Title:______________________ Hem Mutual Assurance Fund Limited By: _______________________ Name: _____________________ Title:______________________ Hem Mutual Assurance, LLC By: _______________________ Name: _____________________ Title:______________________ Kaplan Gottbetter & Levenson, LLP By: _______________________ Name: _____________________ Title:______________________ 4 -----END PRIVACY-ENHANCED MESSAGE-----