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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 6, 2006
(Date of earliest event reported)
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-51910 22-3720962
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
55 MADISON AVENUE, SUITE 300, MORRISTOWN, NEW JERSEY 07960
(Address of principal executive offices) (Zip Code)
973-290-0080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Item 8.01 Other Events
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 6, 2006, Access Integrated Technologies, Inc. (the "Company"), a
Delaware corporation, entered into a Stock Purchase and Sale Agreement (the
"Stock Purchase Agreement") with UniqueScreen Media, Inc. ("USM"), and the
holders of all of the capital stock of USM (the "Stockholders"), pursuant to
which the Company will purchase all of the issued and outstanding stock of USM
from the Stockholders for a combination of an aggregate amount of $10,000,000 in
shares of the Company's Class A common stock (the "Stock Payment"), $1,000,000
in cash (the "Cash Payment"), and promissory notes issued by the Company in
favor of the Stockholders in the principal amount of $5,000,000 (the "Promissory
Notes"). Each of the Stock Payment, the Cash Payment and the Promissory Notes
are subject to adjustment under certain circumstances in accordance with the
terms of the Stock Purchase Agreement.
The Company also agreed to pay to the Stockholders certain amounts, up to a
maximum of $1,000,000, in cash or the equivalent of the Company's Class A common
stock, at the Company's sole discretion, if certain conditions are met.
In addition, the Company entered into a Registration Rights Agreement with the
Stockholders, pursuant to which the Company has agreed to 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 third calendar quarter of this year.
The Stock Purchase Agreement is subject to customary closing conditions,
including, among others, the completion of legal, financial and business due
diligence by each party to its satisfaction.
ITEM 8.01. OTHER EVENTS
On July 6, 2006, the Company issued the press release attached hereto as Exhibit
99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Access Integrated Technologies, Inc. press release, dated
July 6, 2006.
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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 July 6, 2006
ACCESS INTEGRATED TECHNOLOGIES, INC.
By: /s/ Gary S. Loffredo
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Name: Gary S. Loffredo
Title: Senior Vice President--Business Affairs,
General Counsel and Secretary
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EXHIBIT INDEX
99.1 Access Integrated Technologies, Inc. press release, dated
July 6, 2006.
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