8-K filing out on LSTA
LSTA -- Livestar Entertainment Group, Inc.
Com ($0.0001)
U.S. 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
August 26, 2003
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Date of Report (Date of earliest event reported)
Livestar Entertainment Group Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-27233 98-0204736
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(Commission File Number) (IRS Employer Identification No.)
62 West 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7
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(address of principal executive offices) (Zip Code)
(702) 312-6255
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(Registrants telephone number, including area code)
Item 5. Other Events.
On August 26, 2003, the Registrant entered into a form of Memorandum of
Understanding ("MOU") with TCAL Investment Group, based in Toronto, Canada, a
full and complete copy of which is attached to this Form 8-K as an exhibit.
Among other aspects of the MOU, the TCAL Investment Group have indicated
an interest to the Registrant, to acquire a controlling interest of the
outstanding shares of the Registrant, by way of an offer to purchase such
shares, subject to the completion of negotiations and due diligence between the
parties to the proposed transaction. The MOU reflects that it is currently the
intention of the TCAL Investment Group, to follow its due diligence and
negotiations by a formal purchase or tender offer of the Registrant's shares,
under the relevant provisions of the Williams Act, Section 14 of the Securities
Act of 1934, as amended.
Other aspects of the MOU recite a variety of synergistic developments
that the TCAL Investment Group and the Registrant currently have under
discussion with a view towards continued growth and development of the
Registrant's entertainment and nightclub development business activities.
Item 7. Exhibits.
Exhibit
No. Description
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2.1 Press Release Issued By The Registrant Dated August 26, 2003;
2.2 Memorandum of Understanding Entered Into Between The Registrant
And TCAL Investment Group Dated August 25, 2003.
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.
Livestar Entertainment Group Inc.
Date: August 26, 2003 By: /s/ Ray Hawkins
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Ray Hawkins
Chief Executive Officer
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FOR IMMEDIATE RELEASE:
Tuesday August 26, 2003 (7:00 AM EST)
ENTERTAINMENT INVESTMENT GROUP BEGINS PROCESS TO ACQUIRE LIVESTAR AT $0.05 -
$0.07/SHARE.
Vancouver, BC - August 25, 2003 ---LIVESTAR Entertainment Group Inc. ("LIVESTAR"
or the "Company") (OTC BB: LSTA) today announced that it has executed a
Memorandum of Understanding ("MOU") with an entertainment investment group of
businessmen led by The Sequel Nightclub owner, Terry Lall (the "TCAL Investment
Group" or "TCAL") to offer to purchase a majority of the outstanding shares of
LIVESTAR. Current discussions with TCAL include a planned purchase offer of
between $0.05 - $0.07/share and these discussions include the executing of major
plans for the Company. The Sequel Nightclub (the "Sequel") is the first
nightclub LIVESTAR is in the process of acquiring according to its report on
Form 8-K filed with the U.S. Securities and Exchange Commission on August 11,
2003. According to the Founder, President and CEO of LIVESTAR, Mr. Ray Hawkins:
"Since we first formed plans to acquire the Sequel in September of 2002, Mr.
Lall and Company management have developed numerous strategies to make LIVESTAR
the premier nightclub oriented live entertainment company in North America and
then the world. The future plans of LIVESTAR beginning with the numerous
developments that have been taking place have prompted the TCAL Investment Group
to move up the timeline for its possible plans to bid for a controlling interest
in LIVESTAR. "
According to Mr. Terry Lall, founder of The Sequel, "The value of the LIVESTAR
business plan and the acquisitions that are being negotiated currently present
an opportunity to act now rather than later. According to our research, the
House of Blues is a company that generates 100's of millions of dollars a year
with a similar business model to LIVESTAR. If we can successfully develop
LIVESTAR to achieve just a portion of the House of Blues revenue base, we feel
our move will be correct and the shareholders will be pleased. Over the upcoming
18 months, LIVESTAR plans to make major changes including the addition of new
management, additional board members and standards committees, the acquisition
of other major properties and brands, a possible application to be listed on a
higher tier market and even the possible development of a real estate division
to purchase the underlying property assets of the entertainment establishments
of the Company. "
The Company has conducted it's initial due diligence and is satisfied with the
resources available to Mr. Lall to make a successful bid for a controlling
interest in LIVESTAR. A complete due diligence and subsequent closing period has
been stated as 60 days from the date of the MOU. Terms of the MOU also provide
for financing for the Company.
TCAL's expected offer remains subject to the parties' successfully satisfying
their respective due diligence requirements and reaching definitive agreements
on the offer price and future plans for the Company. Upon the hopeful execution
of a definitive agreement with the TCAL Investment Group the details and process
of the offer will be provided for in a further press release and information
statement to the shareholders and the public.
Mr. Lall also stated; "Mr. Hawkins and the other members of the LIVESTAR team
have done a commendable job taking the Company from a difficult position to one
with much promise. And the shareholders have been very patient. The business
plan and proprietary concepts that LIVESTAR has developed are very unique and
possess tremendous future value. It is time to improve the quality and chances
of success for LIVESTAR by increasing its resources and internal skill sets and
take an aggressive stance in its growth to ultimately add shareholder value."
In closing, Mr. Hawkins stated; "We are very pleased Mr. Lall and TCAL have
decided to make LIVESTAR the home for their plans. Starting with the Sequel and
other projects, LIVESTAR plans to rapidly execute its business plan. Management
expects the majority of these efforts will commence in the final quarter of 2003
although many moves have already been initiated awaiting funding and execution.
We believe the next 12 to 24 months are poised to be fruitful for the Company,
thanks to the commitment of Mr. Lall and the TCAL Investment Group."
ABOUT LIVESTAR ENTERTAINMENT GROUP, INC.
The core business of LIVESTAR Entertainment Group, Inc. is the development of
entertainment entities, specifically; Liquor Licensed Entertainment
Establishments (namely nightclubs and lounges) and Live Entertainment (concerts
and special events).
Statements contained herein that are not based on historical fact are "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. LIVESTAR Entertainment Group, Inc intends that such
forward-looking statements be subject to the safe harbor created thereby. Such
forward-looking statements are based on current assumptions but involve known
and unknown risks and uncertainties that may cause LIVESTAR Entertainment Group,
Inc's. actual results, performance or achievements to differ materially from
current expectations. These risks include economic, competitive, governmental,
technological and other factors discussed in LIVESTAR Entertainment Group,
Inc.'s applicable public filings on record with the Securities and Exchange
Commission which can be viewed at its website at sec.gov.
For more information please contact:
Investor Relations; investors@LIVESTAR.net
Phone: 604-682-6541 Please visit our website: www.livestar.net
Memorandum of Understanding
This Memorandum of Understanding ("Memorandum" or "MOU"), dated as of this the
25th day of August, 2003, by and between the TCAL Investment Group ("TCAL")
having offices at 69 Yorkville Street, Toronto, Ontario M5R 188 and LIVESTAR
Entertainment Group, Inc. having offices at 4th Floor 62 West 8th Avenue,
Vancouver, BC, V5Y 1M7 ("LSTA" or the "Company" or "LIVESTAR").
A. WHEREAS, LSTA is a Corporation with a core business plan of developing
entertainment entities, specifically; Liquor Licensed Entertainment
Establishments (namely nightclubs and lounges) and Live Entertainment (concerts
and special events).
B. WHEREAS, TCAL is a group of businessmen led by Terrence Lall ("TL") that have
interests in the entertainment and nightclub industries throughout North
America.
C. WHEREAS, LSTA and TCAL ("party" or "parties") hereto endeavour to negotiate
and finalize the purchase of a controlling interest of LSTA by TCAL through a
Tender Offer to the LSTA shareholders and the subsequent development of the
Company through, including but not limited to, acquisitions, corporate
structure changes, capital changes and financing of LSTA (the "Transaction") and
subsequently enter into a potentially mutually beneficial relationship where
both parties will contribute to the success of the Company generally consistent
with the terms herein, the parties set forth the following:
1. Terms of Tender Offer
Subject to further negotiations and completion of adequate due diligence by the
parties to the Transaction, TCAL intends to offer to the shareholders of LSTA to
purchase minimum of 51% of the issued and outstanding shares of LSTA at a price
of no less than $0.05, nor more than $0.07/share. The actual terms and the
commencement date of any tender offer shall be determined subsequent to the date
of this MOU and shall be in compliance with provisions of the Williams Act,
being Section 14 of the Securities Exchange Act of 1934.
The acquisition of LSTA shares will be structured as a "friendly tender offer"
under the Williams Act.
2. Definitive Agreement
The parties will endeavour to negotiate, finalize and execute a Definitive
Agreement regarding the Transaction within 60 days of the date of this MOU. The
Definitive Agreement, subject to the parties reaching an agreement on various
items including but not limited to the items described in Sections, 1, 3, 4, 5,
6 and 7 herein, will detail the final terms of the Transaction.
3. Funding Plan
The parties will endeavour to finalize a Funding Plan for the Company including
the following: The planning and preparation of the Company for an application
for Nasdaq Small Cap, National Market or AMEX. The providing of up to $3 Million
in funding or introducing the Company to funding sources.
4. Capitalization Plan
The parties will endeavour to finalize any proposals by TCAL regarding a
reorganization or recapitalization of the Company.
5. Board of Directors
The parties will endeavour to finalize a reorganization of the Board of
Directors of the Company as per the following:
o New members with expertise and experience in the fields of
entertainment will be nominated and subsequently elected to the Board
of Directors.
o TL and Ray Hawkins, the Company's present President & CEO ("RH"), will
be nominated to serve as Co-Chairmen.
o TL and RH will mutually nominate a Board Director to serve as Executive
Chairman.
o The new Board of Directors of LSTA will consist of no less than seven
("7") members.
6. Management
The parties will endeavour to finalize a reorganization of the Management of the
Company as per the following:
o New Management candidates with expertise and experience in the fields
of entertainment will be nominated to be hired for the positions of
CEO, President, COO and CFO.
o Edwin Kwong, the Company's present CFO and COO ("EK"), TL and RH may be
retained as consultants.
o EK and RH, if necessary, will serve in their present offices during the
proposed Management and Board of Director's transition.
7. Standards Committee
The parties will endeavour to finalize the establishment of various Standards
Committees. These proposed Standards Committees will be formed by outside Board
Directors and other outside consultants to make up the following committees:
o Compensation Committee (as defined by the U.S. Securities and Exchange
Commission "SEC")
o Audit Committee (as defined by the SEC)
o Operations Standards & Compliance Committee (a committee to implement,
oversee and regulate the best practices of the various business
operations of the Company)
8. Due Diligence
The Transaction contemplated herein, specifically the above Terms of Tender
Offer in Section 2, is subject to due diligence to be carried out by the parties
mutual staff, accountants and lawyers at each others expense.
9. Confidentiality
Both Parties agree to keep all information received, verbal or written
confidential and further agree to execute any non disclosure or confidentiality
agreements required by the requesting party. All original documents or copies
of original documents provided through the due diligence process will be
returned to other party in the event there is no closing of the contemplated
transaction as intended by this letter. The parties agree that no copies or
information provided will be retained by either party, including; resumes or
bios of employees, financial statements, inventory lists, liquor permits,
leases, notes from staff interviews, or notes from meetings held during the due
diligence process. Either party will have right to present this Memorandum,
information received and the financial statements to its Board of Directors,
Management, Investment Bankers, Consultants and Investors in its efforts to
close this Transaction. Notwithstanding the foregoing, LSTA shall have the
right to issue press releases in conformity with Section 10 below.
10) Press Releases
LSTA will have the right to issue press releases at any time regarding
this Memorandum, the closing of the Transaction or other significant
events. All press releases will require approval of its content by TL
prior to its release. TL agrees to not unreasonably withhold such
approval. We will issue a press release on signing of this Memorandum.
11) Term
a) The Term of this Memorandum shall be from the date of this
Memorandum for a period of 60 days. b)The parties can agree to extend
this Memorandum, or amend this Memorandum or replace this Memorandum
and/or execute additional agreements to reflect the further business
relationship of the parties. c) This Memorandum will remain in force
until the item discussed in 11b above is fully executed.
12) Termination
a) Either party may terminate this Memorandum by giving the other
party 30 days written notice. b) Upon termination all confidential
information will be returned by each party to the other party from
which the confidential information was received.
13) Further Agreements
If deemed necessary by both parties, the parties will subsequently
execute further full and binding agreement(s) ("Agreement(s)") setting
forth the rights and obligations between them.
14) Relationship of the Parties
Nothing in this Memorandum shall be construed to constitute either
party as the agent, employee or representative of the other party.
Neither party will make or have the power or authority to act for,
bind or otherwise create or assume any obligation on behalf of the
other party for any purpose whatsoever, without written permission of
the other party.
15) Notices and Modifications
Any notice or other communication hereunder shall be in writing and
sent to the principal address of the party set forth in the preamble
to this Memorandum. No modification to any provision hereof shall be
effective unless stated in writing and signed by both parties hereto.
16) Waiver
No term or provision hereof shall be deemed waived and no breach
excused unless such waiver or consent shall be in writing and signed
by the party claimed to have waived or consented.
17) Entire Understanding
This Memorandum, together with any attachments hereto, constitutes the
entire understanding between the parties in relation to the subject
matter hereof and supersedes all prior negotiations and agreements
between the parties, whether written or oral.
18) Governing Law
This Memorandum shall be construed in accordance with the laws of the
State of Nevada without giving effect to its conflict of laws
principles.
Sincerely,
________________________________
Ray Hawkins
LIVESTAR Entertainment Group, Inc.
Agreed and Accepted:
________________________________
Terrence Lall
TCAL Investment Group |
