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DCIN > SEC Filings for DCIN > Form 8-K on 29-Oct-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Finan

Item 1.01. Entry Into a Material Definitive Agreement

On October 23, 2013, asset purchase agreements were executed for the purchase by two wholly-owned limited liability company subsidiaries of the Company to acquire two movie theaters (an 8-screen multiplex in Mechanicsburg, Pennsylvania and a 7-screen multiplex in Churchville, Maryland) from affiliates of Flagship Cinemas for anticipated purchase prices aggregating approximately $4 million, consisting of $1.85 million in cash and $2.15 million in shares of our Class A common stock. The number of shares deliverable at the closing will be determined based upon the daily volume weighted average price of our Class A common stock on the NASDAQ Capital Market over the 30-day period prior to closing. The buyers will assume the operating leases for the theaters, subject to certain amendments, but are not assuming any liabilities of the sellers. The closing of each acquisition is contingent upon the closing of the other.

The closings are subject to the satisfaction of certain conditions and are expected to close prior to November 30, 2013. The sellers and their principals have agreed to enter into lock-up agreements with respect to the respective shares that will be delivered to each of them at the closings under which each will agree not to, directly or indirectly, sell the shares received for a period of 180 days after issuance without the prior written consent of the Company. In addition, the lock-up agreements also provide that following such 180-day period, each recipient of shares will not sell more than 10% of the shares received as part of the purchase price during any one 30-day period.

Item 8.01. Other Events

A wholly-owned subsidiary of the Company's joint venture company, Start Media/Digiplex, LLC, has entered into a lease for a 12-screen theater in New Smyrna Beach, Florida under which occupancy is expected to commence April 1, 2014. Digital conversion is expected to be completed during the Spring or early Summer of 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.17 Asset Purchase Agreement, dated as of October 22, 2013, by and among DC Mechanicsburg Cinema, LLC, Flagship Premium Cinemas, LLC, John J. Crowley, Jr., Joseph H. Matzkin as Trustee of the Maine Cinema Trust and Paul Wenger.

2.18 Asset Purchase Agreement, dated as of October 22, 2013, by and among DC Churchville Cinema, LLC, Churchville Theater, Inc., John J. Crowley, Jr., Joseph H. Matzkin as Trustee of the Maine Cinema Trust, Paul Wenger and Daniel J. Flynn.

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