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 25, 2001
MDI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24919 73-1515699
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
201 Ann Street
Hartford, Connecticut 06103
(Address of principal executive
offices including zip code)
(860) 527-5359
(Registrant's telephone number,
including area code)
N.A.
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 25, 2001, the Company finalized a $3,200,000 private sale to an
investor of 2,100 shares of Series C Preferred Stock, representing approximately
15.8% of the outstanding common stock of the Company on an as converted basis.
The preferred stock has a liquidation preference of $1,523.81 per share, pays a
dividend of 8% per annum, payable in cash or common stock at the Company's
option, and is convertible into an aggregate of 2,100,000 shares of the
Company's common stock, subject to adjustment under certain circumstances. The
investor is entitled to a right of first refusal to provide additional financing
to the Company, subject to certain exclusions and exceptions. The Company may
not create or increase the authorized number of shares of any class or series of
stock ranking prior to or on parity with the Series C Preferred Stock either as
to dividends or liquidation without approval of the holders of at least a
majority of the then outstanding shares of Series C Preferred Stock.
Attached are a calulation of earnings per share a balance sheet and income
statement of MDI Entertainment, Inc. giving effect, on a pro forma basis, to
transactions which occurred since the date of our financial statements filed on
April 11, 2001 as part of our Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2001 and for the seven months ended December 31, 2000 as
filed on Form 10-KSB.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
11.1 Pro Forma Earnings Per Share
99.1 Pro Forma Balance Sheet.
99.2 Pro Forma Income Statement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MDI ENTERTAINMENT, INC.
(Registrant)
Dated April 25, 2001 By: /s/ Steven M. Saferin
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Steven M. Saferin
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
11.1 Pro Forma Earnings Per Share
99.1 Pro Forma Balance Sheet.
99.2 Pro Forma Income Statement