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 28, 2002
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.
(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
On February 28, 2002, a class action suit on behalf of the
Company's public stockholders (the "Plaintiff") was filed in the Court of
Chancery of the State of Delaware against the Company, all of the members
of the Company's Board of directors and Scientific Games Corporation, to
enjoin the previously disclosed proposed business combination transaction
pursuant to which Scientific Games would acquire the outstanding shares of
the Company's common stock which it does not already own. In its
complaint, the Plaintiff alleges that the consideration offered to the
Company's stockholders in the proposed acquisition is unfair and
inadequate because the Plaintiff believes that the intrinsic value of the
Company's common stock is materially in excess of the amount offered
giving consideration to the Company's growth and anticipated operating
results, net asset value, and future profitability. The Plaintiff has
requested the court to preliminarily and permanently enjoin us from
proceeding with, consummating or closing the proposed transaction and in
the event the proposed transaction is consummated, to rescind it and award
rescissory damages. In addition, the Plaintiff has requested that the
court award to the Plaintiff compensatory damages. The Company believes
that the lawsuit lacks merit and it intends to contest it vigorously.
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 March 4, 2002 By: /s/ Steven Saferin
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Steven M. Saferin
President and Chief Executive
Officer