Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DCIN > SEC Filings for DCIN > Form 8-K on 4-Oct-2013All Recent SEC Filings

Show all filings for DIGITAL CINEMA DESTINATIONS CORP.

Form 8-K for DIGITAL CINEMA DESTINATIONS CORP.


4-Oct-2013

Entry into a Material Definitive Agreement, Financial Statement


Item 1.01. Entry Into a Material Definitive Agreement

On October 4, 2013, Digital Cinema Destinations Corp. (the "Company") entered into Subscription Agreements (collectively, the "Subscription Agreements") with investors who agreed to purchase an aggregate of 1,141,000 shares (the "Shares") of the Company's Class A common stock, par value $.01 per share, for a purchase price of $5.00 per share, or an aggregate of approximately $5.7 million in gross proceeds. The form of Subscription Agreement to be used in the offering is filed as Exhibit 10.31 to this Current Report on Form 8-K and is incorporated herein by this reference. The description of the material terms of the Subscription Agreement is qualified in its entirety by reference to Exhibit 10.31.

Barrington Research Associates, Inc. ("Barrington") acted as Placement Agent for the offering of the Shares (the "Offering"). The Company has agreed to pay Barrington a commission of 6% of the gross proceeds of the Offering, or an aggregate of $342,300. The Company has also agreed to reimburse Barrington for its out-of-pocket expenses, in an amount not to exceed $110,000, including the fees and disbursements of its legal counsel. In connection with the Offering, the Company and Barrington entered into a Placement Agent Agreement, the form of which is filed as Exhibit 10.32 to this Current Report on Form 8-K and is incorporated herein by this reference. The description of the material terms of the Placement Agent Agreement is qualified in its entirety by reference to Exhibit 10.32.

The closing of the Offering is expected to take place on October 9, 2013, subject to the satisfaction of customary closing conditions.

The Shares are being offered and sold pursuant to a prospectus, dated May 21, 2013, a prospectus supplement dated October 4, 2013, and the Company's shelf registration statement on Form S-3 (Registration No. 333-188275) which was declared effective on May 21, 2013.

The legal opinion and consent of Eaton & Van Winkle LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 4, 2013, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.1 Opinion of Eaton & Van Winkle LLP.

10.31 Form of Subscription Agreement, dated as of October 4, 2013, between the Company and the investors in the Offering.

10.32 Placement Agent Agreement, dated as of October 4, 2013, between the Company and Barrington Research Associates, Inc.

23.1 Consent of Eaton & Van Winkle LLP (reference is made to Exhibit 5.1 hereto).

99.1 Press Release issued by the Company on October 4, 2013.


  Add DCIN to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DCIN - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.