Current Report Filing (8-k)
30 1월 2019 - 6:32AM
Edgar (US Regulatory)
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): January 25, 2019
Premier
Exhibitions, Inc.
(Exact
name of Registrant as Specified in Charter)
FLORIDA
(State or Other Jurisdiction
of Incorporation)
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000-24452
(Commission
File Number)
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20-1424922
(I.R.S. Employer
Identification Number)
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3045 Kingston Court, Suite I, Peachtree
Corners, Georgia 30071
(Address of Principal Executive Offices)
(Zip Code)
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(404) 842 - 2600
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
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Item 7.01.
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Regulation FD Disclosure.
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As previously announced, on June 14, 2016,
Premier Exhibitions, Inc. (the “
Company
”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization
relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida
(the “
Bankruptcy Court
”). On January 25, 2019, the Company, and its U.S. subsidiaries, filed monthly operating
reports for the period of December 1, 2018 through December 31, 2018 (the “
Monthly Operating Reports
”) with
the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form
8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 and incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01
of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings
under the Securities Act of 1933, as amended (the “
Securities Act
”), or the Exchange Act, whether made before
or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set
forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed
an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Cautionary Statements
Regarding the Monthly Operating Reports
The Company cautions investors and potential
investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared
for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly
Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying
with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants,
are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial
information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the
United States (“
GAAP
”) and, therefore, may exclude items required by GAAP, such as certain reclassifications,
non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which
are different from the historical periods required in the Company’s reports pursuant to Exchange Act, and such information
might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's
financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor
or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set
forth in the Monthly Operating Reports should not be viewed as indicative of future results.
Exchange Act Reports
The Company has suspended the filing of its
regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “
SEC
”).
The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy
Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning
the Company.
Additional Information Regarding the Chapter
11 Filing
Information
about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits)
and other documents related to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders
of Premier Exhibitions, Inc. at http://www.jndla.com/cases/premiercommittee
, docket numbers 1298 – 1305
Information
contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current
Report.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions,
Inc.
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99.2
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibition
Management LLC
|
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99.3
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for RMS Titanic,
Inc.
|
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99.4
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Arts and Exhibitions
International, LLC
|
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99.5
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Merchandising,
LLC
|
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99.6
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions
International, LLC
|
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99.7
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions
NYC, Inc.
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99.8
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Dinosaurs
Unearthed Corp.
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SIGNATURE
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.
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PREMIER EXHIBITIONS, INC.
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Date: January 29, 2019
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By:
/s/Jerome Henshall
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Jerome Henshall
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Chief Financial Officer
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INDEX TO EXHIBITS
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99.1
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions,
Inc.
|
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99.2
|
Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibition
Management LLC
|
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99.3
|
Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for RMS Titanic,
Inc.
|
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99.4
|
Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Arts and Exhibitions
International, LLC
|
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99.5
|
Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Merchandising,
LLC
|
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99.6
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions
International, LLC
|
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99.7
|
Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Premier Exhibitions
NYC, Inc.
|
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99.8
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Monthly Operating Report for the Period of December 1, 2018 through December 31, 2018 dated January 24, 2019 for Dinosaurs
Unearthed Corp.
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Premier Exhibitions (CE) (USOTC:PRXIQ)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Premier Exhibitions (CE) (USOTC:PRXIQ)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024