TOUCHTUNES MUSIC CORP 4

Accession 0001209191-05-033513

CIK 0000894568operating

View on SEC.gov Company Profile

Filed

Jun 26, 8:00 PM ET

Accepted

Jun 27, 12:28 PM ET

Size

50.8 KB

Accession

0001209191-05-033513

Insider Transaction Report

Form 4

Period: 1998-08-15

TOUCHTUNES MUSIC CORPTTMC

CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

10% Owner

Transactions

Purchase
Series C Preferred Stock
2003-06-10$0.50/sh+25,000,000$12,500,000→ 25,000,000 total
Purchase
12% Convertible Debentures
1999-03-22$500000.00/sh(indirect: By subsidiary)
Exercise: $2.00→ Series A Convertible Preferred Stock (250,000 underlying)
Purchase
12% Convertible Debentures
1999-11-03$1500000.00/sh(indirect: By subsidiary)
Exercise: $1.75→ Series A Convertible Preferred Stock (857,143 underlying)
Purchase
Series B Convertible Preferred Stock
2000-05-18$2.00/sh+2,222,222$4,444,444→ 2,222,222 total(indirect: By subsidiary)
→ Class A Voting Common Stock (2,222,222 underlying)
Purchase
Series B Convertible Preferred Stock
2000-05-18$2.00/sh+6,666,667$13,333,334→ 6,666,667 total(indirect: By subsidiary)
→ Class A Voting Common Stock (6,666,667 underlying)
Other
Series B Convertible Preferred Stock
2003-06-10+0→ 8,888,889 total
→ Class A Voting Common Stock (31,111,111 underlying)
Purchase
12% Convertible Debentures
1999-04-08$2500000.00/sh(indirect: By subsidiary)
Exercise: $1.75→ Series A Convertible Preferred Stock (1,428,571 underlying)
Purchase
12% Convertible Debentures
1999-07-14$2000000.00/sh(indirect: By subsidiary)
Exercise: $1.75→ Series A Convertible Preferred Stock (1,142,857 underlying)
Purchase
12% Convertible Debentures
1998-11-02$2800000.00/sh(indirect: By subsidiary)
Exercise: $2.00→ Series A Convertible Preferred Stock (1,400,000 underlying)
Purchase
12% Convertible Debentures
1999-09-23$1500000.00/sh(indirect: By subsidiary)
Exercise: $1.75→ Series A Convertible Preferred Stock (857,143 underlying)
Other
Series A Convertible Preferred Stock
2003-06-10+0→ 9,235,774 total
→ Class A Voting Common Stock (18,471,548 underlying)
Conversion
12% Convertible Debentures
1999-12-31(indirect: By subsidiary)
Exercise: $2.00→ Series A Convertible Preferred Stock (3,750,000 underlying)
Conversion
Class C Stock
1999-12-31−420→ 0 total(indirect: By subsidiary)
→ Series A Convertible Preferred Stock (1,050,000 underlying)
Purchase
12% Convertible Debentures
1998-08-05$1400000.00/sh(indirect: By subsidiary)
Exercise: $2.00→ Series A Convertible Preferred Stock (700,000 underlying)
Conversion
Series A Convertible Preferred Stock
1999-12-31+9,235,714→ 9,235,774 total(indirect: By subsidiary)
→ Class A Voting Common Stock (9,235,714 underlying)
Conversion
Class B Stock
1999-12-31−60→ 0 total(indirect: By subsidiary)
→ Series A Convertible Preferred Stock (150,000 underlying)

Footnotes (20)

[F1]On June 10, 2003, the Reporting Person exchanged indebtedness in aggregate amount of $4,800,000 and its right to $10,203,123 in accrued dividends and interest for an aggregate of 25,000,000 shares of Series C Preferred Stock of the Issuer. Each share of Series C Preferred Stock has a liquidation preference of $.50 per share. The Series C Preferred Stock is non-convertible, non-voting, and is not entitled to any dividends.
[F10]Each share of Class B Stock of TDJI was exchangeable for 2,500 shares of Series A Preferred Stock of the Issuer.
[F11]There is no expiration date on the conversion rights of these securities.
[F12]Represents the exchange of shares of Class C Stock of TDJI for Series A Preferred Stock of the Issuer pursuant to the terms thereof.
[F13]Each share of Class C Stock of TDJI was exchangeable for 2,500 shares of Series A Preferred Stock of the Issuer.
[F14]Each share of Series B Preferred Stock of the Issuer was originally convertible into one share of Class A Voting Common Stock subject to the antidiultion adjustments described in footnote 17.
[F15]These shares were originally held by Cap Tech, which subsequently assigned its entire interest in the Issuer to the Reporting Person.
[F16]These shares were originally held by Capital Communications CDPQ Inc. ("Cap Com"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec), a wholly owned subsidiary of the Reporting Person and an affiliate of Sofinov. Cap Com subsequently assigned its entire interest in the Issuer to the Reporting Person.
[F17]As noted in Table I and footnote 1, on June 10, 2003, the Reporting Person exchanged indebtedness in aggregate amount of $4,800,000 and its right to $10,203,123 in accrued dividends and interest for an aggregate of 25,000,000 shares of Series C Preferred Stock of the Issuer. This transaction triggered the anti-dilution provisions of the Issuer?s certificate of incorporation relating to the Series A Preferred Stock and the Series B Preferred Stock, resulting in an increase in the number of shares of Class A Voting Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock. As a result, each share of Series A Preferred Stock became convertible into three (3) shares of Class A Voting Common Stock, and each share of Series B Preferred Stock became convertible into four and one-half (4.5) shares of Class A Voting Common Stock. Simultaneously, Cap Tech and Cap Com transferred all of their interests in the Issuer to the Reporting Person.
[F18]By virtue of the adjustment in the conversion ratios described in footnote 17, the triggering of anti-dilution provisions did not result in the issuance of additional shares, resulting instead in a change to the respective conversion ratios of the Series A Preferred Stock and Series B Preferred Stock.
[F19]Represents additional shares that the Reporting Person may acquire upon conversion of the Series A Preferred Stock and Series B Preferred Stock by virtue of the change in conversion ratios effected through the triggered anti-dilution provisions as described more fully in footnote 17. Following these adjustments, the 9,235,774 shares of Series A Preferred Stock held by the Reporting Person are convertible into an aggregate of 27,707,322 shares of Class A Voting Common Stock and the 8,888,889 shares of Series B Preferred Stock held by the Reporting Person are convertible into an aggregate of 40,000,000 shares of Class A Voting Common Stock.
[F2]These securities were issued by Touchtunes Digital Jukebox Inc. ("TDJI"), a Canadian corporation and subsidiary of the Issuer. These securities were exchangeable for Series A Preferred Stock of the Issuer on the terms described herein.
[F20]No additional consideration was provided by the Reporting Person for the change in conversion ratios of the Series A Preferred Stock and Series B Preferred Stock described herein.
[F3]These securities were convertible immediately upon issuance.
[F4]These promissory notes had no stated maturity, but were payable on demand after the occurrence of an event of default under the terms thereof.
[F5]Each share of Series A Preferred Stock of the Issuer was initially convertible into one share of Class A Voting Common Stock, subject to the anti-dilution adjustments discussed in footnote 17.
[F6]These securities were originally held by Sofinov Financiere D?Innovation Inc. ("Sofinov"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec) and a wholly owned subsidiary of the Reporting Person, Caisse de dep?t et placement du Qu?bec. Sofinov was succeeded-in-interest by Capital Technologies CDPQ Inc. ("Cap Tech"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec) and a wholly owned subsidiary of the Reporting Person, which subsequently assigned its entire interest in the Issuer directly to the Reporting Person.
[F7]Represents the exchange of the aggregate principal amount of all Convertible Debentures with a conversion price of $2.00/share for shares of Series A Preferred Stock of the Issuer.
[F8]Represents the exchange of the aggregate principal amount of all Convertible Debentures with a conversion price of $1.75/share for shares of Series A Preferred Stock of the Issuer.
[F9]Represents the exchange of shares of Class B Stock of TDJI for Series A Preferred Stock of the Issuer pursuant to the terms thereof.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

TOUCHTUNES MUSIC CORP

CIK 0000894568

→

Entity typeoperating

IncorporatedNV

Related Parties

filerCIK 0000894568

Filing Metadata

Form type: 4
Filed: Jun 26, 8:00 PM ET
Accepted: Jun 27, 12:28 PM ET
Size: 50.8 KB

View on SEC.gov