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TAG Entertainment's 'Supercross: The Movie' Racing to Theatres August 17; Film Stars Steve Howey, Mike Vogel, Cameron Richardson and Sophia Bush
TAG Entertainment Corp. (OTCBB:TAGE), a full service entertainment company specializing in the production and distribution of family-oriented motion pictures, in association with Clear Channel Entertainment Motor Sports, announced the upcoming worldwide theatrical release of "Supercross: The Movie." Domestic distributor Twentieth Century Fox releases the film nationwide August 17, 2005, and the World Premiere is set for August 15th in Los Angeles.
"There's nothing like watching live motorcycle racing," said Steve Austin, Chairman and CEO of TAG Entertainment. "We are thrilled to be bringing the intensity of Supercross competition and passion of the riders to the big screen in such a universally appealing story. At its core, SUPERCROSS is a hero's quest about two brothers who dream of becoming champions and how they go about making that dream a reality."
"Supercross: The Movie" tells the story of two brothers, KC and Trip Carlyle, who overcome emotional and physical obstacles to achieve success in the competitive world of Supercross racing. Portraying these two lead characters are two bright young talents: Steve Howey ("Reba") and Mike Vogel ("Grounded for Life") who star as the two brothers whose paths collide in the high-stakes world of Supercross; and Cameron Richardson ("Skin") and Sophia Bush ("One Tree Hill") as the women who help change their lives. Also starring are actor/recording artist Aaron Carter, Channing Tatum ("Coach Carter"), with Robert Patrick ("Terminator 2: Judgment Day," "The X-Files") and Robert Carradine ("Revenge of the Nerds").
Supercross is one of the fastest growing motor sports in the U.S. and a strategic partnership between TAG Entertainment and Clear Channel Entertainment's Motor Sports division, the parent company for the Supercross circuit, was critical in bringing this cutting-edge world to the screen.
Mr. Austin added, "Authenticity was our top priority and we are confident that fans of Supercross will be pleased with the end result. With access to every one of Clear Channel's Supercross events, the production took full advantage of this unprecedented access to spectacular effect, staging a scene -- a race-within-a race -- in the middle of a live championship event."
The movie was made possible, in part, by the significant contributions of a number of high-profile industry heavyweights including: Parts Unlimited, THOR, American Honda Motor Corporation, American Suzuki Motor Corporation, Alpinestars, Weekend Warrior, and THQ. Their participation included in-kind contributions that offset major expenditures in the actual production as well as significant media support in the cross-promotion of the theatrical release of the film.
Showcasing the exciting world of Supercross competition, "Supercross: The Movie" is the second in a planned series of theatrical releases that have been inspired by Clear Channel Entertainment's popular live motor sports events. The TAG/Clear Channel partnership focuses on a core audience of power sports enthusiasts, while broadening its reach to more mainstream audiences through major studio distribution.
TAG Entertainment Corp. Announces Formation of Independent Board of Directors
TAG Entertainment Corp. (TAG) (OTCBB: TAGE.OB), a full service entertainment company specializing in the production and distribution of family oriented motion pictures based in Beverly Hills, California announced that on May 2, 2005, it expanded its board of directors to six persons, including Raymond J. Skiptunis, who has been providing management consulting services to TAG and four independent persons. The independent members of TAG's board are H. Carl McCall, John T. Botti, James Schneider and Marvin Rosen. TAG's decision to increase the size of the Board will ensure that the Board will have a substantial majority of independent directors who will be able to effectively oversee TAG's operations and compliance with all applicable requirements.
Steve Austin, Chairman and CEO, stated, "We are excited to form a robust and well-qualified board of directors to enable TAG to operate with a high degree of confidence in its execution of its business plan. Each of the new board members brings to TAG a unique set of skills that will help us take the company to the next level."
H. Carl McCall has served as a principal of Convent Capital, LLC, a financial advisory firm, since April 2004. Mr. McCall served as Comptroller of the State of New York from 1993 until November 2002, when he became the Democratic nominee for Governor of the State of New York. Prior to his position as Comptroller, Mr. McCall was a Vice President of Citicorp for eight years. He has also served as President of the New York City Board of Education, a U.S. ambassador to the United Nations, Commissioner of the Port Authority of New York and New Jersey, Commissioner of the New York State Division of Human Rights and was elected to three terms as New York State Senator. Mr. McCall received a Bachelor's degree from Dartmouth College and a Master's of Divinity degree from Andover-Newton Theological School. Mr. McCall also serves as a director of Tyco International, Ltd. and New Plan, a real estate investment corporation.
John T. Botti is the President of Titan Capital Systems, Inc., a technology development and consulting company he founded in 2005. From 1985 to 2004, Mr. Botti was the President, Chief Executive Officer and Chairman of AuthentiDate Holding Corp., a provider of software-based content authentication technology, which he co-founded in 1985. Mr. Botti graduated from Rensselaer Polytechnic Institute with a B.S. degree in electrical engineering in 1994 and in 1996 earned a Master of Business Administration degree from RPI.
Marvin Rosen is the Chairman of the Board and Chief Executive Officer of Fusion Telecommunications International, Inc., an international provider of Voice Over Internet Protocol and other Internet services that he co-founded in 1997. Mr. Rosen has served as Fusion's Chief Executive Officer since April 2000, its Chairman since November 2004, and held other positions on its Board since March 1998. Since November 1983, Mr. Rosen has been a Shareholder of, and currently serves as "Of Counsel" to, the law firm of Greenberg Traurig, P.A., where he also served on the Executive Committee until June 2000. Mr. Rosen was Finance Chairman for the Democratic National Committee from September 1995 until January 1997. Currently, he serves on the Board of Directors of the Robert F. Kennedy Memorial and Terremark Worldwide, Inc. and previously was Budget and Finance Chairman for the Summit of the Americas and Chairman of the Florida Housing Finance Agency.
James L. Schneider has been the Chief Executive Officer of Deer Hill Associates, a business consulting firm specializing in enhancing the operational efficiency of firms in the IT Services industry and providing government consulting since 2002. From 1988 to 2002, Mr. Schneider was the Chief Executive Officer and owner of Professional Consulting Network, a firm that provides IT consulting to private sector and government clients. From 1977 to 1988, Mr. Schneider was President of Sanderson Associates, a staffing and placement firm specializing in the IT sector. Mr. Schneider received a B.S. in Applied Systems and Business from the University of California, Berkeley and an M.B.A. from California State University.
Raymond J. Skiptunis is currently providing management services to TAG on a consulting basis and is expected to become our Chief Operating Officer and Interim Chief Financial Officer during the current fiscal quarter. From 2002 to 2004, Mr. Skiptunis served as a consultant and the interim Chief Financial Officer and Chief Executive Office of Power Efficiency Corporation. Prior to that, Mr. Skiptunis worked at SR Capital Partners, a business consulting firm, from 1996 to 2002. Mr. Skiptunis also served as the Chief Executive Officer and Vice Chairman of TeamStaff, Inc. from 1990 to 1996 a publicly held professional employer organization; the Chief Executive Officer of Venray Management Corp. from 1983 to 1990 a venture capital and financial consulting firm; the Chief Financial Officer, Vice President and Board member of Biosearch Medical Products, Inc. from 1978 to 1983; and was engaged in private practice as an accountant.
Messrs. Schneider, McCall and Rosen were also appointed to the compensation committee of the board on such date and Mr. Schneider was named Chairman of this committee. The board intends to form audit and nominating committees and appoint each of its independent members to serve on one or more of these committees.
TAG Entertainment Corp. Announces the Completion of Financing Agreement
TAG Entertainment Corp. ("TAG") (OTCBB: TAGE), a full service entertainment company specializing in the production and distribution of family oriented motion pictures based in Beverly Hills, California announced today that it has entered into binding agreements for a $5.0 million financing with Satellite Strategic Finance Associates, LLC and Satellite Strategic Finance Partners Ltd.
At the closing of the financing, TAG will issue an aggregate of 5,000 shares of Preferred Stock, which will be convertible at the option of the holder into an initial aggregate amount of 2,000,000 shares of common stock at an initial conversion price of $2.50 per share. TAG will also sell to the investors warrants to purchase an aggregate of 2,000,000 shares of common stock at an initial exercise price of $2.50 per share, which will be immediately exercisable and expire in seven years. The Preferred Stock will earn dividends at a rate of 6% per annum and will mature three years from the date of issuance. The closing of the transaction is subject to customary closing conditions and is expected to occur by May 6, 2005.
TAG will use the gross proceeds to repay an aggregate amount of $1,150,000 of short-term secured promissory notes that it issued to the investors in a private financing completed March 30, 2005. After giving effect to the repayment of the notes and approximately $350,000 for offering expenses, TAG will receive approximately $3.5 million in net proceeds. TAG plans to use the net proceeds of the financing for the production, acquisition and worldwide distribution of feature films and general working capital.
Steve Austin, Chairman and CEO, stated, "We are gratified to complete this second financing with Satellite and appreciate their continued support. The funds are important in order to enable us to continue the uninterrupted implementation of our business plan and to move forward with our slate of films already in progress."
TAG will have the right to require the Investors to convert their shares of Preferred Stock into shares of common stock under certain conditions. TAG will be required to redeem the Preferred Stock on its maturity date, which is three years from the closing date, at its stated value plus any accrued and unpaid dividends. TAG will also be required to redeem the Preferred Stock upon a default of the financing agreements or a change of control at redemption prices that vary, depending on the circumstances and timing of the redemption, between 101% and 120%.
Both the Preferred Stock and the warrants will contain anti-dilution protection in the event that TAG issues shares of common stock or securities convertible into shares of common stock at a price less than (a) the conversion price of the Preferred Stock, (b) the exercise price of the warrants or (c) the then-current market price of its common stock. In addition, if at any time the conversion price for the Preferred Stock is less than an amount equal to 80% of the then-current market price of the common stock, the conversion price will be reset to be equal to such amount. The Preferred Stock will provide, however, that the conversion price cannot be adjusted to an amount that is less than $1.00, except for an event such as a stock split, stock dividend or similar event. TAG has also granted to the investors a participation right in future financings and agreed that for a period of at least 90 days from closing that it will not effect subsequent placements of its securities, subject to certain exemptions from these restrictions.
TAG has agreed to file a registration statement within the 45 day period following the closing of the financing to provide for the resale of the shares of common stock underlying the Preferred Stock and warrants by the investors, and to obtain the effectiveness of the registration statement within 120 days from the closing. TAG will incur a penalty of $75,000 for each 30 day period in which these deadlines are not satisfied.
The sale of the Preferred Stock and warrants to the investors is intended to be exempt from the registration provisions of the Securities Act of 1933 and to comply with Section 4(2) of the Securities Act and/or Regulation D. As a result, these securities may not be offered or sold by the investors except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities laws.
TAG Entertainment Corp. Announced Today the Signing of a Letter of Intent to Acquire Myriad Pictures
TAG Entertainment Corp. (OTCBB:TAGE), a full service entertainment company specializing in the production and distribution of family oriented motion pictures based in Beverly Hills, California, announced today that it has signed a letter of intent to acquire all of the outstanding shares of capital stock of Myriad Pictures, Inc.
In a move to further strengthen the Company's position in the independent production and distribution space, TAG sought to identify a viable acquisition target that met three key criteria: (1) proven production capabilities, (2) viable domestic and/or international distribution network and (3) experienced management team.
Mr. Steve Austin, Chairman & CEO, said: "After careful consideration, Myriad became an obvious choice for TAG's first acquisition. I have watched the growth of Myriad over the years and have always been impressed with the caliber of their productions and the depth of their distribution reach." Mr. Austin further stated: "This acquisition will provide TAG with additional infrastructure and strategic relationships needed to accomplish its current business objectives."
Kirk D'Amico, president and CEO of Myriad Pictures, continued, "We look forward to expanding the capabilities and activities of both TAG and Myriad. We also look forward to working with Steve and the whole TAG team."
TAG was established with the express purpose of becoming a fully integrated independent entertainment company with film and television production, worldwide distribution capabilities and studio facilities. Management remains confident that the close of this transaction will not only signal a new era for the Company but usher in a dynamic new player in the entertainment arena.
The present terms of the Letter of Intent provide for TAG to pay a purchase price comprised of cash and debt and/or common stock, plus commitments to provide additional capital to Myriad following closing. Closing of the transaction is subject to numerous closing conditions, including negotiation and execution of a definitive acquisition agreement, completion of due diligence by the parties, approval of the Board of Directors of each entity and several other conditions. Closing is expected to occur prior to the end of the third quarter of 2005. The definitive terms of the transaction, assuming it is completed, may be different than as presently contemplated.
ABOUT MYRIAD PICTURES
Based in Santa Monica, Myriad Pictures is involved in financing, production and worldwide sales of major motion pictures and television programming. Helmed by Kirk D'Amico, the company has risen in the ranks as one of the top independent entertainment companies and holds an impressive and diverse library of filmed programming.
Recent films include the acclaimed bio-pic "Kinsey" starring Liam Neeson and Laura Linney released by Fox Searchlight, ensemble family comedy "Eulogy," starring Hank Azaria, Ray Romano and Debra Winger released by Lions Gate Films, the supernatural thriller "Trauma," with Colin Firth and Mena Suvari; the Sam Rockwell comedy "Piccadilly Jim" penned by Julian Fellowes; the Wall Street thriller "The Deal" starring Christian Slater and the supernatural thriller "The River King" starring Edward Burns. Recent box office hits include, the teen horror box office hit "Jeepers Creepers 2" released by MGM, "National Lampoon's Van Wilder" released by Artisan and "The Good Girl" starring Jennifer Aniston released by Fox Searchlight.
TAG Entertainment Corp. Announced Today the Closing of a $1.0 Million Bridge Financing
TAG Entertainment Corp. (OTCBB:TAGE), a full service entertainment company specializing in the production and distribution of family oriented motion pictures based in Beverly Hills, Calif., announced today that it has closed on a $1.0 million bridge financing with Satellite Strategic Finance Associates, LLC and Satellite Strategic Finance Partners Ltd. The transaction was closed on March 30, 2005.
The bridge financing consists of a one year Senior Secured Note, the proceeds from which will be used for film productions, acquisitions and working capital, in accordance with the required use of proceeds. The Company also issued 500,000 warrants at the exercise price of $1.00. The Company has agreed to file a registration statement with the Securities and Exchange Commission, registering the resale of the shares to be issued upon exercise of the warrants.
Mr. Steve Austin, Chairman & CEO, said: "We are very pleased to close this financing transaction with Satellite Asset Management LP. This financing will enable the Company to continue with the execution of its business model and allow TAG to move forward with its slate of films already in progress."
ABOUT TAG ENTERTAINMENT CORP.
TAG Entertainment Corp. is an independently financed, fully integrated family film company based in Beverly Hills, Calif. TAG's principle business is the development and production of high quality family-oriented feature films for worldwide distribution. The company's feature films are developed and produced principally for the domestic and international theatrical motion picture markets. The company's television programming includes movies-for-television for the major television networks, basic cable, pay cable, first-run syndication and international markets. Established in 1999, TAG has fully financed and distributed five live action family films and has acquired certain rights to additional motion pictures of varying quality and commercial potential.
NOTE: The statements contained in this press release that are not historical facts are forward-looking statements under federal securities laws that involve a number of risks and uncertainties. Therefore, the actual results of future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) TAG's ability to develop and produce additional feature length films; (ii) TAG's ability to generate significant revenue and achieve profitability; (iii) the estimated costs production; (iv) TAG's, ability to effectively implement its business strategy; (v) TAG's ability to raise additional capital to fund its movie projects; and (vi) the employment of additional qualified and experienced executive management.
CCRI Corporation
Malcolm McGuire, 800-828-0406
or
TAG Entertainment Corp.
Steve Austin, 310-277-3707
