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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) February 22, 2002
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MDI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24919 73-1515699
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
201 Ann Street
Hartford, Connecticut 06103
(Address of principal executive
offices including zip code)
(860) 527-5359
(Registrant's telephone number,
including area code)
Not Applicable.
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(Former name or former address, if changed since last report)
THIS FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE
VARIOUS RISKS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN SUCH FORWARD LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES
INCLUDE RISKS DETAILED FROM TIME TO TIME IN MDI ENTERTAINMENT, INC.'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION INCLUDING, BUT NOT
LIMITED TO, THOSE DESCRIBED IN THE FORM 10-KSB AND FORM 10-KSB/A, FILED
APRIL 2, 2001 AND APRIL 25, 2001, RESPECTIVELY.
ITEM 5: OTHER EVENTS
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We have settled the previously disclosed lawsuit brought by us
against Oxford International Inc. and Gregory C. Dutcher concerning the
Company's financing transaction with Oxford International, Inc. In the
settlement, MDI received shares of MDI stock held by Oxford which MDI had
demanded in the lawsuit; and gave up the shares of stock of DataMEG Corp.
and McClendon Transportation Group, Inc. that it had in its possession but
which it sought to return in the lawsuit. Due to the previously disclosed
disputes, the MDI stock had not been treated as outstanding nor had the
DataMEG or McClendon stock been treated as assets of MDI. Accordingly,
that portion of the settlement will not affect MDI's financial statements.
MDI also received a non-interest bearing promissory note in the principal
amount of $100,000, $10,000 of which is due on February 15, 2002 and the
balance is due on the earlier of December 31, 2003 or from the sales
proceeds of 1,000,000 shares of DataMEG stock placed in escrow. If as of
December 31, 2003, sales of the stock have not been sufficient to pay the
balance of the $90,000, then MDI may request a sale of the remaining
shares up to the amount that will result in a sale paying off the
remaining balance then due under the promissory note at the time of the
sale. MDI intends to carry the note as an asset on its balance sheet.
In addition, we have settled the previously disclosed lawsuit
brought by Lottery Channel and countersuit brought by us arising from our
termination of the merger agreement with Lottery Channel. As part of the
settlement agreement among Lottery Channel, our subsidiary MDI Acquisition
Corp. and us, all litigation amongst the parties has been dismissed and
the previously disclosed lawsuit brought by Steven Saferin, our President
and Chief Executive Officer, against Roger W. Ach, the President and Chief
Executive Officer of Lottery Channel, relating to Mr. Ach's non-payment to
Mr. Saferin of $108,000 plus interest due under a promissory note, has
also been dismissed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
Exhibit No. Description
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MDI ENTERTAINMENT, INC.
(Registrant)
Dated February 22, 2002 By: /S/ Steven M. Saferin
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Steven M. Saferin
President and Chief Executive Officer