BRILLIANT DIGITAL ENTERTAINMENT INC 5

Accession 0001104659-05-006387

CIK 0001022844operating

View on SEC.gov Company Profile

Filed

Feb 13, 7:00 PM ET

Accepted

Feb 14, 4:04 PM ET

Size

41.0 KB

Accession

0001104659-05-006387

Insider Transaction Report

Form 5

Period: 2004-12-31

BRILLIANT DIGITAL ENTERTAINMENT INCBDE

TOIBB HARRIS

10% Owner

Transactions

Other
March 2004 Warrant To Purchase Common Stock
2004-03-30+1→ 0 total
Exercise: $0.15From: 2004-03-30Exp: 2005-10-04→ Common Stock (3,133,333 underlying)
Other
October 2002 Warrant to Purchase Common Stock
2004-09-26−1→ 0 total
Exercise: $0.21Exp: 2005-10-04→ Common Stock (19,667,623 underlying)
Other
Secured Convertible Promissory Notes
2004-03-30−2→ 0 total
→ Common Stock (24,863,767 underlying)
Other
Secured Convertible Promissory Notes
2004-09-26−2→ 0 total
→ Common Stock (25,840,491 underlying)
Other
March 2004 Warrant To Purchase Common Stock
2004-09-26−1→ 0 total
Exercise: $0.15From: 2004-03-30Exp: 2005-10-04→ Common Stock (3,133,333 underlying)
Other
May 2001 and December 2001 Warrant to Purchase Common Stock
2004-09-26−2→ 0 total
Exercise: $0.14Exp: 2005-10-04→ Common Stock (34,727,995 underlying)
Other
May 2001 and December 2001 Warrant to Purchase Common Stock
2004-03-30−2→ 0 total
Exercise: $0.14Exp: 2004-05-23→ Common Stock (34,727,995 underlying)

Footnotes (31)

[F1]The Issuer issued to Mr. Toibb in 2001 two Secured Convertible Promissory Notes (the "Notes") with the aggregate face principal amount of $2,350,000. The principal amount outstanding under the Notes, and accrued interest thereon, may be converted into shares of the Issuer's common stock, $0.0001 par value (the "Common Stock"). The loans made by Mr. Toibb in 2001 are governed by two Note and Warrant Purchase Agreements, the Notes and related loan documentation, as amended. The acquisition of the Notes by Mr. Toibb were previously reported in 2001.
[F10]At the time of disposition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock.
[F11]The Notes, and the accrued interest thereon, were convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest were paid in full.
[F12]The increase in the amount of shares of Common Stock reflects the accrual of interest on the Notes that occurred between March 30, 2004 and September 26, 2004 and the potential conversion of such accrued interest into shares of Common Stock.
[F13]The Notes, and the accrued interest thereon, are presently convertible into shares of Common Stock.
[F14]The Notes, and the accrued interest thereon, are convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest are paid in full. As stated in footnote (9) above, this transaction resulted in the maturity date of the Notes being extended to September 26, 2005.
[F15]Amount represents the total number of shares of Common Stock that could be acquired upon the conversion of all principal and accrued interest due under the Notes as of September 26, 2004 at the new conversion price.
[F16]Amount represents the total number of shares of Common Stock that could be acquired upon the conversion of all principal and accrued interest due under the Notes as of December 31, 2004.
[F17]Warrant to Purchase Common Stock issued to Mr. Toibb by the Issuer in March 2004 (the "March 2004 Warrant").
[F18]The March 2004 Warrant was granted to Mr. Toibb in consideration for agreeing to extend the maturity date of the Notes as described in footnote 3 above. At such time, another Warrant to Purchase Common Stock that had been issued to Mr. Toibb in March 2002 (and which had been previously reported) and which entitled Mr. Toibb to purchase up to 5,042,864 shares of Common Stock expired.
[F19]On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 9, the expiration date of the March 2004 Warrant was extended to October 5, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction is reflected as a disposition and acquisition of the March 2004 Warrant on this Form 5.
[F2]The lesser of (i) $0.20 and (ii) the volume weighted average price of a share of Common Stock over any five (5) consecutive trading days during the period December 14, 2001 through and ending on November 10, 2002.
[F20]The Issuer issued to Mr. Toibb in May 2001 a Warrant to Purchase Common Stock and in December 2001 a Warrant to Purchase Common Stock (as amended, the "2001 Warrants"), these transactions were previously reported.
[F21]On March 30, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2004, as described above in footnote 3, the expiration date of the 2001 Warrants was extended to October 4, 2005. This transaction is reflected as a disposition and acquisition of the 2001 Warrants on this Form 5.
[F22]At the time of disposition, the 2001 Warrants were currently exercisable.
[F23]At the time of acquisition, the 2001 Warrants were currently exercisable.
[F24]On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 9, the expiration date of the 2001 Warrants was extended to October 5, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction is reflected as a disposition and acquisition of the 2001 Warrants on this Form 5.
[F25]The 2001 Warrants are presently exercisable by Mr. Toibb.
[F26]During 2004, the number of shares of Common Stock to be issued on exercise of the 2001 Warrants did not change.
[F27]The Issuer issued to Mr. Toibb in October 2002 a Warrant to Purchase Common Stock (as amended, the "October 2002 Warrant"), this transaction was previously reported.
[F28]On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 9, the expiration date of the October 2002 Warrant was extended to October 5, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction is reflected as a disposition and acquisition of the October 2002 Warrant on this Form 5.
[F29]At the time of disposition, the October 2002 Warrant was currently exercisable.
[F3]On March 30, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2004. This transaction is reflected as a disposition and acquisition of the Notes on this Form 5.
[F30]The October 2002 Warrant is presently exercisable by Mr. Toibb.
[F31]During 2004, the number of shares of Common Stock to be issued on exercise of the October 2002 Warrant was not changed. Amounts reflected on this Form 5 do not include the 4,738,428 shares of Common Stock that may be acquired by Mr. Toibb upon the exercise of a Warrant to Purchase Common Stock issued to Mr. Toibb by the Issuer in September 2002 (the "September 2002 Warrant) and which was previously reported. No changes were made to the September 2002 Warrant during 2004.
[F4]At the time of disposition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock.
[F5]The Notes, and the accrued interest thereon, were convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest were paid in full.
[F6]At the time of acquisition, the Notes, and the accrued interest thereon, were presently convertible into shares of Common Stock.
[F7]The Notes, and the accrued interest thereon, were convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest were paid in full. As stated in footnote (3) above, this transaction resulted in the maturity date of the Notes being extended to September 26, 2004.
[F8]These are same Notes described in Footnote 1 above.
[F9]On September 26, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2005 and change the conversion price from the formula set forth in footnote 2 above to $0.07, subject to protective contractual provisions. This transaction is reflected as a disposition and acquisition of the Notes on this Form 5.

Documents

1 file

5
a5.xmlPrimary
5

Issuer

BRILLIANT DIGITAL ENTERTAINMENT INC

CIK 0001022844

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001022844

Filing Metadata

Form type: 5
Filed: Feb 13, 7:00 PM ET
Accepted: Feb 14, 4:04 PM ET
Size: 41.0 KB

View on SEC.gov