<<From the 10-Q
As of August 10, 1999, the number of shares outstanding of the issuer's common stock, $.01 par value, was 13,683,584.
This means that CBS will get around 6 million newly printed shares.
Also, CBS is not paying in cash/stock. >>
Actual, from CBS filing 9/9/99:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
CBS will acquire 6,672,031 shares of Common Stock of the Issuer (the "Common Stock") and a warrant (the "Warrant") for an additional 1,178,892 shares of Common Stock (the "Warrant Shares") pursuant to a Stock Purchase Agreement effective August 26, 1999, entered into by Issuer and CBS on August 30, 1999 (the "Purchase Agreement"). As more fully described in response to Item 4, in exchange for the Common Stock, CBS will, over a seven year period, provide advertising and promotion of, and content for display on the Internet website that is accessed via the URL www.hollywood.com, including co-branded and mirror sites (collectively the "Hollywood Site") and will pay $5,303,030 in cash. As further described in response to Item 4, in the event CBS exercises the Warrant, CBS will, over a 24 month period, provide additional advertising and promotion of the Hollywood Site and CBS will pay to Issuer $5,468,501 in cash. The funds for the Common Stock and the Warrant Shares (in the event of an exercise of the Warrant) will come from general corporate funds.
...
During the seven year term of the Advertising Agreement, CBS will arrange for the placement of advertising and promotion of the Hollywood Site at the rate of $10,000,000 per contract year across all of CBS's media properties (collectively "Media Properties"). During the seven year term of the License, CBS will grant to Hollywood a non-exclusive right and license to use, copy, publicly display,
publicly perform, distribute, or otherwise make available on the Hollywood Site, certain content relating to the motion picture industry ("Content"). Hollywood may license Content valued at up to $30,000,000, in the aggregate, allocated at the rate of $4,300,000 during each of the first six contract years and $4,200,000 during the seventh contract year (the "Annual Ceiling"). Subject to certain conditions as more fully described in the License and the Advertising Agreement, during each contract year, Hollywood may elect to have CBS sell advertisements on the Hollywood Site that generates gross advertising revenues during the contract year (the "Annual Sales Option"). In any contract year in which Hollywood elected the Annual Sales Option, the amount of Annual Ceiling will be reduced by the amount of the Annual Sales Option and CBS will be entitled to a commission for any advertising sold by CBS in excess of the Annual Sales Option amount. In addition, subject to certain conditions as more fully described in the License and the Advertising Agreement, during each contract year Hollywood may elect that CBS provide additional advertising and promotion of the Hollywood Site in the Media Properties. In any contract year in which Hollywood elects the Annual Sales Option and/or the additional advertising and promotion, the Annual Ceiling will be reduced by: (1) the amount of advertising revenues generated by CBS (not to exceed $1,500,000) and (B) the value of the additional advertising or promotion. Both the Advertising Agreement and the License may be terminated upon the occurrence of certain events as more fully described in each agreement. |
