DWA Dreamworks Animation Skg, Inc. (MM)

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): December 21, 2015

 

 

DreamWorks Animation SKG, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-32337		68-0589190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1000 Flower Street, Glendale, California				91201
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (818) 695-5000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 1.01

Entry into a Material Definitive Agreement.

Amendment of License Agreement with Steven Spielberg

On December 21, 2015, DreamWorks Animation L.L.C., a subsidiary of DreamWorks Animation SKG, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the License Agreement, effective as of January 1, 2009 (as amended by Amendment No. 1 effective as of January 1, 2009, Amendment No. 2 effective as of January 1, 2009 and Amendment No. 3 effective as of January 1, 2009, the “License Agreement”), with DW II Management, Inc. (the “Spielberg Entity”) and Steven Spielberg. Pursuant to the License Agreement, DreamWorks previously granted the Spielberg Entity (a) the right to use certain trademarks, service marks and trade names containing the term “DreamWorks” and (b) the right to grant a sublicense (the “Sublicense”) to DreamWorks II Holding Co., LLC and its wholly owned and controlled subsidiaries (collectively, “Holding Company”) to use such trademarks, service marks and trade names. Pursuant to the Amendment, the parties have further amended the License Agreement to extend the term of the License Agreement until the earlier of (i) the initial release date of the thirtieth motion picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) January 31, 2016. DWA also consented to Spielberg Entity permitting the assignment by Holding Company of all of its rights and obligations under the Sublicense to Storyteller Holding Co. LLC (“Assignee”), provided that pursuant to such assignment Assignee shall expressly assume and agree to be bound by all of the obligations of Holding Company under the Sublicense.

Mr. Spielberg is the beneficial owner of more than 5% of the Company’s outstanding Class A Common Stock. Spielberg Entity is wholly owned and controlled by Mr. Spielberg. Mr. Spielberg also indirectly owns a minority interest in Assignee.

The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 4 to the License Agreement attached hereto as Exhibit 99.1, which is incorporated herein by reference.

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ITEM 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
99.1		Amendment No. 4 to License Agreement entered into on December 21, 2015 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg.

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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.

 

				DreamWorks Animation SKG, Inc.
Date: December 23, 2015				By:		/s/ Andrew Chang
						Andrew Chang
						General Counsel

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Amendment No. 4 to License Agreement entered into on December 21, 2015 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg.

Exhibit 99.1

AMENDMENT NO. 4 TO LICENSE AGREEMENT

This Amendment No. 4 to License Agreement (this “Amendment”) is entered into as of December 21, 2015 by and among, on the one hand, DreamWorks Animation LLC, a Delaware limited liability company with offices at 1000 Flower Street, Glendale, California 91201 (“DWA”), and, on the other hand, DW II Management, Inc., a Delaware corporation with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (“Spielberg Entity”), and Steven Spielberg, an individual with offices at 11400 W. Olympic Blvd, Suite 550, Los Angeles, California 90064 (“Spielberg”).

A. DWA, Spielberg Entity and Spielberg are parties to that certain License Agreement dated January 1, 2009, as amended, pursuant to which DWA licensed to Spielberg Entity certain trademarks (the “License Agreement”).

B. The parties now wish to amend the License Agreement to extend the Term as set forth in this Amendment.

THEREFORE, the parties hereby agree as follows:

 

1.

Section 3(a) of the License Agreement is hereby amended to read as follows:

“The Term of this License Agreement shall commence on the Effective Date and, unless terminated sooner pursuant to Paragraph 3(b), shall continue thereafter until the first to occur of (i) the initial Release Date of the thirtieth (30^th) Motion Picture produced (or co-produced), acquired, distributed or released by or for Holding Company, or (ii) January 31, 2016.”

 

2.

Subject to the terms and conditions of this paragraph, DWA consents to Spielberg Entity permitting the assignment by DreamWorks II Holding Co., LLC (“DW II Holding”) of all of DW II Holding’s rights and obligations under the Holding Company Sublicense (as defined in the License Agreement) to Storyteller Holding Co. LLC (“Storyteller”), provided that pursuant to such assignment Storyteller expressly assumes and agrees to be bound by all of the obligations of DW II Holding under the Holding Company Sublicense, and further expressly acknowledges that all of the terms and conditions (including all limitations and restrictions with respect to use of Licensed Marks) that applied to DW II Holding under the Holding Company Sublicense will apply to Storyteller. Spielberg Entity will provide DWA with a copy of the documentation that Spielberg Entity, DW II Holding and Storyteller propose to use to accomplish the foregoing assignment and Spielberg Entity will not (and will not permit DW II Holding or Storyteller to) execute any such documentation unless and until DWA has approved the documentation in writing. For avoidance of doubt, the foregoing assignment is not intended to, and will not be deemed to, extend the term of the Holding Company Sublicense and the Holding Company Sublicense will expire or terminate pursuant to its terms notwithstanding such assignment.

 

3.

Except as expressly provided in this Amendment, the License Agreement remains in full force and effect. The License Agreement, as amended by this Amendment, constitutes the entire agreement with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Amendment as of the date first above written.

 

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DW II MANAGEMENT, INC.				DREAMWORKS ANIMATION LLC
By:		/S/ MICHAEL RUTMAN		By:		/S/ ANDREW CHANG
Name:		MICHAEL RUTMAN		Name:		ANDREW CHANG
Position:		CFO		Position:		GENERAL COUNSEL
STEVEN SPIELBERG
/S/ STEVEN SPIELBERG

 

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