Current Report Filing (8-k)
25 7월 2019 - 6:29AM
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): July 22, 2019 (May 24, 2019)
Premier
Exhibitions, Inc.
(Exact
name of Registrant as Specified in Charter)
FLORIDA
(State or Other Jurisdiction
of Incorporation)
|
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)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not Applicable
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Not Applicable
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Not Applicable
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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))
I
ndicate 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 July 22, 2019, the Company, and its U.S. subsidiaries, filed monthly operating
reports for the period of June 1, 2019 through June 30, 2019 (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, and 99.7 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. Full copies of the Company’s Monthly Operating Reports can be obtained by contacting the Bankruptcy court and
referencing case number 3:16-bk-02232-JAF, docket numbers 134-140.
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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 June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions, Inc.
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99.2
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibition Management LLC
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99.3
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Arts and Exhibitions International, LLC
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99.4
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Merchandising, LLC
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99.5
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions International, LLC
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99.6
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions NYC, Inc.
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99.7
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 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: July 24, 2019
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By:
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/s/Jerome Henshall
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Jerome Henshall
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Chief Financial Officer
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INDEX TO 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 June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions, Inc.
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99.2
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibition Management LLC
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99.3
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Arts and Exhibitions International, LLC
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99.4
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Merchandising, LLC
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99.5
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions International, LLC
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99.6
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 2019 for Premier Exhibitions NYC, Inc.
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99.7
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Monthly Operating Report for the Period of June 1, 2019 through June 30, 2019 dated July 19, 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