AIXD » Topics » Item 1.01. Entry into a Material Definitive Agreement

This excerpt taken from the AIXD 8-K filed Jan 8, 2007.

Item 1.01.  Entry into a Material Definitive Agreement

On January 7, 2007, Access Integrated Technologies, Inc. (the “Company”), a Delaware corporation, Vistachiara Productions, Inc. (“VPI”), a Delaware corporation and a wholly-owned subsidiary of the Company, BP/KTF, LLC, d/b/a The Bigger Picture, a California limited liability company and a subsidiary of privately held Sabella Dern Entertainment (“BP”) and each member of BP, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which VPI agreed to purchase substantially all of the assets of BP, and assume certain liabilities, in exchange for 460,000 shares of the Company’s Class A common stock, subject to an increase of up to 40,000 shares of the Company’s Class A common stock upon the occurrence of certain events (the “Purchase Price”). The shares issued as part of the Purchase Price are subject to a lock-up period, such that, subject to certain exceptions, only a portion of the shares may be sold during any yearly period ending March 2010.

 

The Company also agreed to pay to BP a contingent payment equal to two times the average of the annual net income of the business acquired, as adjusted, in excess of $2 million (for each year) for the three year period ending March 31, 2010. This payment may be made in cash or the equivalent of the Company’s Class A common stock, at the Company’s sole discretion.

 

In addition, the Company agreed to enter into a Registration Rights Agreement with BP, pursuant to which the Company will register on Form S-3 the resale of all of the Class A common stock issued in connection with the transaction.

 

The Company anticipates that the closing of the transaction will take place during the first calendar quarter of 2007.

 

The Asset Purchase Agreement is subject to customary closing conditions.

 

The foregoing descriptions of the Asset Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, which will be filed in accordance with SEC rules and regulations.

 

This excerpt taken from the AIXD 8-K filed Nov 8, 2006.

Item 1.01.    Entry into a Material Definitive Agreement

 

On November 2, 2006, Christie/AIX, Inc. (“Christie/AIX”), an indirect wholly-owned subsidiary of Access Integrated Technologies, Inc. (the “AccessIT”), entered into a letter agreement (the “Second Letter Agreement”) with Christie Digital Systems USA, Inc. (“Christie”) further amending a certain Amended and Restated Supply Agreement, dated September 30, 2005, by and between Christie/AIX and Christie (the “Amended Supply Agreement”), as amended by the letter agreement dated as of February 21, 2006 between Christie/AIX and Christie (the “First Letter Agreement”, and together with the Amended Supply Agreement, the “Supply Agreement”).

 

The Second Letter Agreement and the Supply Agreement relate to, and detail certain terms of, the Digital Cinema Framework Agreement, dated June 15, 2005, between AccessIT, Access Digital Media, Inc. (“ADM”), a wholly-owned subsidiary of AccessIT and parent of Christie/AIX, Christie/AIX and Christie, as amended (the “Framework Agreement”). In partial satisfaction of the terms of the Framework Agreement, Christie/AIX and Christie entered into the Supply Agreement.

 

Pursuant to the Supply Agreement, Christie/AIX agreed to purchase 2,500 digital cinema systems (the “Systems”), and up to 4000 Systems, from Christie. The First Letter Agreement amended the Agreement to revise certain terms relating to pricing of the Systems and the Second Letter Agreement further amended the terms relating to pricing of the Systems.

 

The foregoing descriptions of the Agreement, the First Letter Agreement and the Second Letter Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, which are filed herewith as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively.

 

This excerpt taken from the AIXD 8-K filed Oct 6, 2006.

Item 1.01. Entry into a Material Definitive Agreement

On October 5, 2006, Access Integrated Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers party thereto (the “Purchasers”) pursuant to which the Company issued 8.5% Senior Notes (the “Notes”) in the aggregate principal amount of $22,000,000 (the “Private Placement”). The term of the Notes is one year and may be extended for up to two 90-day periods at the discretion of the Company if certain market conditions are met. Interest on the Notes may be paid in cash or, at the Company’s option and subject to certain conditions, in shares of its Class A Common Stock (the “Common Stock”).

The Company will issue shares of Common Stock to the Purchasers as payment of interest owed under the Note at a rate of 2.125 shares per $1,000 principal value of Notes (“Additional Interest”) paid quarterly, subject to adjustment based on the then current price of the Common Stock. Pursuant to the Notes, the Company issued 46,750 shares as payment of the first quarterly interest on the Notes. Subsequent Additional Interest payments will be made quarterly in arrears at the end of each quarterly period beginning March 31, 2007.

The Company may prepay the Notes in whole or in part, without penalty, subject to paying the Additional Interest. The proceeds of the Private Placement will be used for the expansion of the Company’s digital cinema rollout plans to markets outside of the United States, and any one or more of the following: (i) the payment of certain existing outstanding indebtedness of the Company due within twelve months of the issuance of the Notes, (ii) working capital and (iii) other general corporate purposes, including acquisitions.

The Purchase Agreement also requires the Notes to be guaranteed by each of the Company’s existing and, subject to certain exceptions, future subsidiaries (the “Guarantors”), other than Christie/AIX, Inc. and UniqueScreen Media, Inc. and their respective subsidiaries. Accordingly, each of the Guarantors entered into a subsidiary guaranty (the “Subsidiary Guaranty”) with the Purchasers pursuant to which it guaranteed the obligations of the Company under the Notes.

The Company also entered into a Registration Rights Agreement with the Purchasers pursuant to which the Company agreed to register the resale of any shares of its Common Stock issued pursuant to the Notes at any time and from time to time. The Purchase Agreement, Notes, Registration Rights Agreement and Subsidiary Guaranty contain representations, warranties, covenants and events of default as are customary for transactions of this type and nature.

On October 5, 2006, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing descriptions of the Purchase Agreement, Notes, Registration Rights Agreement and Subsidiary Guaranty do not purport to be complete and are qualified in their entirety by reference to such agreements, which are filed herewith as Exhibit 2.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1, respectively.

This excerpt taken from the AIXD 8-K filed Sep 20, 2006.

Item 1.01.  Entry into a Material Definitive Agreement

On September 14, 2006, at the Access Integrated Technologies, Inc. (the “Company”) Annual Meeting of Stockholders, the stockholders of the Company approved the proposal to amend the Company’s First Amended and Restated 2000 Stock Option Plan (the “Plan”) to increase the total number of shares of the Company’s Class A Common Stock available for issuance thereunder from 1,100,000 to 2,200,000 shares. The foregoing description is qualified in its entirety by reference to the Plan, as amended and as previously filed by the Company, and the amendment approved on September 14, 2006 which will be filed in accordance with SEC rules and regulations.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated as of September 19, 2006

  ACCESS INTEGRATED TECHNOLOGIES, INC.


By: /s/ Gary S. Loffredo                                                      
Name:     Gary S. Loffredo
Title:       Senior Vice President — Business Affairs,
                General Counsel and Secretary

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