Carolco Pictures, Inc. (OTCMKTS:CRCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective April 11, 2017, David Cohen resigned as the Chief
Executive Officer and as a director of Carolco Pictures, Inc.
(the Company). As previously disclosed, Mr. Cohens resignation
was not the result of any disagreement with the Company on any
matter relating to its operation, policies (including accounting
or financial policies) or practices.
Also effective April 11, 2017, the Company entered into an
executive employment agreement with Alexander Bafer to which Mr.
Bafer will be employed by the Company as chief executive officer
for a period of one year, subject to extension. The executive
employment agreement contains other customary terms and
conditions relating to the employment of Mr. Bafer.
The executive employment agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
At April 11, 2017 we had 35,203 shares of our common stock issued
and outstanding. The following table sets forth information
regarding the beneficial ownership of our common stock as of
April 11, 2017 by:
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each person known by us to be the beneficial owner of more than 5% of our common stock; |
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| each of our directors; | ||
| each of our named executive officers; and | ||
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our named executive officers, directors and director nominees as a group. |
Unless otherwise indicated, the business address of each person
listed is in care of 5550 Glades Road, Suite 500, Boca Raton,
Florida 33431. The percentages in the table have been calculated
on the basis of treating as outstanding for a particular person,
all shares of our common stock outstanding on that date and all
shares of our common stock issuable to that holder in the event
of exercise of outstanding rights or conversion privileges owned
by that person at that date which are exercisable within 60 days
of that date. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all
shares of our common stock owned by them, except to the extent
that power may be shared with a spouse.
| Amount and Nature of Beneficial Ownership | ||||||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | % of Class | ||||||
| Alexander Bafer | 3,079 | (1) | 98.4 | % | ||||
| Bradley Albert | 1,203 | (2) | 3.4 | % | ||||
| Justin Morris | 1,203 | (3) | 3.4 | % | ||||
| All directors and executive officers as a group (4 persons) | 80,352,934 | (4) | 19.4 | % | ||||
| (1) |
Mr. Bafer, our Chairman of the Board and Chief Executive Officer, holds 530 shares of common stock, 3,750,000 Series A Preferred shares (____% of this class), of which 3,240,000 are held in the name of Brick Top Holdings, Inc., a company owned and controlled by Mr. Bafer, and 510,000 shares are held in his name. The Series A Preferred shares are not convertible into common shares and carry voting rights of 100 votes per share held. Mr. Bafer also holds 17,875,000 shares (_____% of this class) of Series C Preferred stock which are convertible into two (2) common shares for each Series C Preferred share held. Beneficial ownership also reflect shares obtainable through the conversion of a convertible note payable to Mr. Bafer with a principal balance of approximately $434,000 at $0.0001 per share totaling 434 potential common shares. As a result of Mr. Bafers common and preferred stockholdings, he holds ____% of the outstanding vote. |
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| (2) |
Mr. Albert serves as our Chief Creative Officer and a Director. He holds 6,015,625 shares of Series C Preferred stock (15.9% of this class) convertible into common shares at a ratio of two (2) common shares for each Series C Preferred share held. |
| (3) |
Mr. Morris serves as our Chief Operating Officer and a Director. He holds 6,015,625 shares of Series C Preferred stock (15.9% of this class) convertible into common shares at a ratio of two (2) common shares for each Series C Preferred share held. |
| (4) |
Includes 7,506 shares that the executive officers and directors may acquire upon conversion of preferred shares or convertible debt, as outlined above. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 |
Executive Employment Agreement by and between Carolco Pictures, Inc. and Alexander Bafer. |
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About Carolco Pictures, Inc. (OTCMKTS:CRCO)
Carolco Pictures, Inc. is a feature film and television specials production company. The Company is engaged in the sale of programming for television and other media. The Company seeks to finance, produce and distribute one or more television series and feature films to be licensed for exploitation in domestic and international theatrical, television, cable, home video and pay per view markets. The Company, through its subsidiary, High Five Entertainment, specializes in the development and presentation of television programming, including series, specials, pilots, live events and award shows. Carolco Pictures, Inc. (OTCMKTS:CRCO) Recent Trading Information
Carolco Pictures, Inc. (OTCMKTS:CRCO) closed its last trading session 00.000 at 0.840 with 200 shares trading hands.