Form 8-K DreamWorks Animation For: Dec 21
UNITED STATES
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): December 21, 2015
DreamWorks Animation SKG, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32337 | 68-0589190 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1000 Flower Street, Glendale, California | 91201 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (818) 695-5000
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:
¨ | 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)) |
ITEM 1.01 | Entry into a Material Definitive Agreement. |
Amendment of License Agreement with Steven Spielberg
On December 21, 2015, DreamWorks Animation L.L.C., a subsidiary of DreamWorks Animation SKG, Inc. (the Company), entered into an amendment (the Amendment) to the License Agreement, effective as of January 1, 2009 (as amended by Amendment No. 1 effective as of January 1, 2009, Amendment No. 2 effective as of January 1, 2009 and Amendment No. 3 effective as of January 1, 2009, the License Agreement), with DW II Management, Inc. (the Spielberg Entity) and Steven Spielberg. Pursuant to the License Agreement, DreamWorks previously granted the Spielberg Entity (a) the right to use certain trademarks, service marks and trade names containing the term DreamWorks and (b) the right to grant a sublicense (the Sublicense) to DreamWorks II Holding Co., LLC and its wholly owned and controlled subsidiaries (collectively, Holding Company) to use such trademarks, service marks and trade names. Pursuant to the Amendment, the parties have further amended the License Agreement to extend the term of the License Agreement until the earlier of (i) the initial release date of the thirtieth motion picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) January 31, 2016. DWA also consented to Spielberg Entity permitting the assignment by Holding Company of all of its rights and obligations under the Sublicense to Storyteller Holding Co. LLC (Assignee), provided that pursuant to such assignment Assignee shall expressly assume and agree to be bound by all of the obligations of Holding Company under the Sublicense.
Mr. Spielberg is the beneficial owner of more than 5% of the Companys outstanding Class A Common Stock. Spielberg Entity is wholly owned and controlled by Mr. Spielberg. Mr. Spielberg also indirectly owns a minority interest in Assignee.
The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 4 to the License Agreement attached hereto as Exhibit 99.1, which is incorporated herein by reference.
ITEM 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits: |
Exhibit No. |
Description | |
99.1 | Amendment No. 4 to License Agreement entered into on December 21, 2015 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DreamWorks Animation SKG, Inc. | ||||||
Date: December 23, 2015 | By: | /s/ Andrew Chang | ||||
Andrew Chang | ||||||
General Counsel |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Amendment No. 4 to License Agreement entered into on December 21, 2015 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg. |
Exhibit 99.1
AMENDMENT NO. 4 TO LICENSE AGREEMENT
This Amendment No. 4 to License Agreement (this Amendment) is entered into as of December 21, 2015 by and among, on the one hand, DreamWorks Animation LLC, a Delaware limited liability company with offices at 1000 Flower Street, Glendale, California 91201 (DWA), and, on the other hand, DW II Management, Inc., a Delaware corporation with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (Spielberg Entity), and Steven Spielberg, an individual with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (Spielberg).
A. DWA, Spielberg Entity and Spielberg are parties to that certain License Agreement dated January 1, 2009, as amended, pursuant to which DWA licensed to Spielberg Entity certain trademarks (the License Agreement).
B. The parties now wish to amend the License Agreement to extend the Term as set forth in this Amendment.
THEREFORE, the parties hereby agree as follows:
1. | Section 3(a) of the License Agreement is hereby amended to read as follows: |
The Term of this License Agreement shall commence on the Effective Date and, unless terminated sooner pursuant to Paragraph 3(b), shall continue thereafter until the first to occur of (i) the initial Release Date of the thirtieth (30th) Motion Picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) January 31, 2016.
2. | Subject to the terms and conditions of this paragraph, DWA consents to Spielberg Entity permitting the assignment by DreamWorks II Holding Co., LLC (DW II Holding) of all of DW II Holdings rights and obligations under the Holding Company Sublicense (as defined in the License Agreement) to Storyteller Holding Co. LLC (Storyteller), provided that pursuant to such assignment Storyteller expressly assumes and agrees to be bound by all of the obligations of DW II Holding under the Holding Company Sublicense, and further expressly acknowledges that all of the terms and conditions (including all limitations and restrictions with respect to use of Licensed Marks) that applied to DW II Holding under the Holding Company Sublicense will apply to Storyteller. Spielberg Entity will provide DWA with a copy of the documentation that Spielberg Entity, DW II Holding and Storyteller propose to use to accomplish the foregoing assignment and Spielberg Entity will not (and will not permit DW II Holding or Storyteller to) execute any such documentation unless and until DWA has approved the documentation in writing. For avoidance of doubt, the foregoing assignment is not intended to, and will not be deemed to, extend the term of the Holding Company Sublicense and the Holding Company Sublicense will expire or terminate pursuant to its terms notwithstanding such assignment. |
3. | Except as expressly provided in this Amendment, the License Agreement remains in full force and effect. The License Agreement, as amended by this Amendment, constitutes the entire agreement with respect to the subject matter hereof. |
IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Amendment as of the date first above written.
1
DW II MANAGEMENT, INC. | DREAMWORKS ANIMATION LLC | |||||
By: | /S/ MICHAEL RUTMAN |
By: | /S/ ANDREW CHANG | |||
Name: | MICHAEL RUTMAN | Name: | ANDREW CHANG | |||
Position: | CFO | Position: | GENERAL COUNSEL | |||
STEVEN SPIELBERG | ||||||
/S/ STEVEN SPIELBERG |
2
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Prospera Energy Inc. 2024 Corporate Update
- LA Wine Country Stylish Wedding Transportation, Luxury Limousines Available
- AlzeCure Publishes its Interim Report for January - March 2024
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!