J2 Communications and Shareholders Reach an Agreement in Principle Regarding Settlement of Dispute
LOS ANGELES, Jan. 30 /PRNewswire-FirstCall/ -- J2 Communications (Nasdaq: JTWO - news), owner of the National Lampoon trademark, announced today that it has entered into a non-binding letter of intent with Mr. James P. Jimirro, the Company's Chairman, President and CEO, and certain of its shareholders, including Messrs. Daniel S. Laikin, Paul Skjodt and Timothy Durham, and their affiliates (collectively referred to hereinafter as the ``NLAG Group''). The letter of intent provides for transactions that, if consummated, will settle the ongoing litigations among the parties.
The letter of intent provides, without limitation, that the NLAG Group will purchase for $3 million in cash, 30,000 shares of newly authorized convertible preferred stock of the Company and that immediately following the closing of the transactions contemplated by the letter of intent the Board of Directors will call an annual meeting of the shareholders of the Company. In addition, the NLAG Group will have the option to purchase up to 30,000 additional shares of the Company's convertible preferred stock on or prior to May 31, 2002. The parties intend for the transactions contemplated by the letter of intent to enable the Company to meet the continued listing requirements of the Nasdaq SmallCap Market.
The letter of intent also provides that at the closing Mr. Jimirro's current employment contract with the Company will be replaced with a new employment contract and that Mr. Jimirro and the NLAG Group will enter into a voting agreement providing for the composition of a new Board of Directors. Pursuant to the voting agreement, the Board of Directors would initially consist of three nominees of Mr. Jimirro, three nominees of Mr. Laikin, and one independent director. Mr. Jimirro will remain as CEO, President and Chairman of the Board of Directors of the Company following the closing. Mr. Laikin will join the Company as its Chief Operating Officer.
The transactions contemplated by the letter of intent are subject to the negotiation of definitive documentation, shareholder approval (if required by applicable law or NASDAQ rules), and other conditions and, accordingly, there can be no assurance that the transactions contemplated by the letter of intent will be consummated.
The Company will file a complete copy of the letter of intent with its filings with the Securities and Exchange Commission, which filings are available on the SEC's website at www.sec.gov . |
