e60395664sc13d.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)
 
Pro Elite, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
74266D303
(CUSIP Number)
 
February 21, 2008
(Date of Event Which Requires Filing of this Statement)
 
Sumner M. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, Massachusetts 02062
Telephone:  (781) 461-1600
 
with a copy to:
 
Louis J. Briskman, Esq.
CBS Corporation
51 West 52nd Street
New York, New York 10019
Telephone:  (212) 975-4321
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o.

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 2 of 28
 
 
1
 
 NAME OF REPORTING PERSONS
 Showtime Networks Inc.
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a)  £
                                                                                    (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 20.7%
 
14
 
 TYPE OF REPORTING PERSON
 CO
 


 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 3 of 28
 
 
1
 
 NAME OF REPORTING PERSONS
 CBS Operations Inc.
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a)  £
                                                                                    (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 20.7%
 
14
 
 TYPE OF REPORTING PERSON
 CO
 


 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 4 of 28
 

1
 
 NAME OF REPORTING PERSONS
 CBS Corporation
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a)  £
                                                                                   (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 20.7%
 
14
 
 TYPE OF REPORTING PERSON
 CO
 


 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 5 of 28
 

1
 
 NAME OF REPORTING PERSONS
 NAIRI, Inc.
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a)  £
                                                                                    (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 20.7%
 
14
 
 TYPE OF REPORTING PERSON
 CO
 


 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 6 of 28
 

1
 
 NAME OF REPORTING PERSONS
 National Amusements, Inc.
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a)  £
                                                                                    (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 Maryland
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 20.7%
 
14
 
 TYPE OF REPORTING PERSON
 CO
 


 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

SCHEDULE 13D
CUSIP No. 74266D303
 
Page 7 of 28
 

1
 
 NAME OF REPORTING PERSONS
 Sumner M. Redstone
 
2
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a)  £
                                                                                    (b)  £
3
 
 SEC USE ONLY
 
4
 
 SOURCE OF FUNDS
 OO
 
5
 
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                     £
 
6
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
 SOLE VOTING POWER
 0
 
8
 
 SHARED VOTING POWER
 12,766,668
 
9
 
 SOLE DISPOSITIVE POWER
 0
 
10
 
 SHARED DISPOSITIVE POWER
 12,766,668
 
11
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 12,766,668
 
12
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                             £
 
13
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14
 
 TYPE OF REPORTING PERSON
 IN
 



 
†         Includes 500,000 shares of Common Stock that are expected to become vested on October 4, 2008 upon exhibition of certain programming pursuant to Warrant #5 (as defined in Item 3 below).

 
 

 

Item 1.    Security and Issuer

The name of the issuer of the class of equity securities to which this statement relates is Pro Elite, Inc., a New Jersey corporation (the “Issuer”).

The class of equity security to which this statement relates is the Issuer’s common stock, par value $0.0001 per share (“Common Stock”).

The address of the Issuer’s principal executive offices is:

Pro Elite, Inc.
12121 Wilshire Boulevard, Suite 1001
Los Angeles, CA  90025


Item 2.     Identity and Background

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) of the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):  Showtime Networks Inc., a Delaware corporation (“Showtime”), CBS Operations Inc., a Delaware corporation (“CBS Operations”), CBS Corporation, a Delaware corporation (“CBS”), NAIRI, Inc., a Delaware corporation (“NAIRI”), National Amusements, Inc., a Maryland corporation (“NAI”), and Sumner M. Redstone.  Showtime, CBS Operations, CBS, NAIRI, NAI and Mr. Redstone are collectively referred to as the “Reporting Persons.”

Showtime, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019.  Showtime’s principal business is premium subscription television services.  100% of the issued and outstanding stock of Showtime is owned by CBS Operations.

CBS Operations, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019.  CBS Operation’s principal business is owning and operating television stations.  100% of the issued and outstanding stock of CBS Operations is owned by CBS.

CBS, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019, and is a worldwide entertainment company. At June 30, 2008, NAIRI owned approximately 80% of CBS’s Class A Common Stock, par value $0.001 per share, and approximately 13% of CBS’s Class A Common Stock and Class B Common Stock, par value $.001 per share, on a combined basis.

NAIRI, a Delaware corporation, has its principal office at 846 University Avenue, Norwood, Massachusetts 02062 and is a company owning and operating movie theaters in the United States whose main assets include its shares of CBS Class A Common Stock and Class B Common Stock. 100% of the issued and outstanding stock of NAIRI is owned by NAI.

NAI, a Maryland corporation, has its principal office at 846 University Avenue, Norwood, Massachusetts 02062. NAI’s principal businesses are owning and operating movie theaters in the United States, United Kingdom, South America and Russia and holding the common stock of NAIRI. Mr. Redstone is the controlling shareholder of NAI.


 
Page 8 of 28

 

Sumner M. Redstone is a United States citizen whose business address is c/o National Amusements, Inc., 846 University Avenue, Norwood, Massachusetts 02062.  Mr. Redstone’s principal occupation is Executive Chairman of the Board of CBS, Chairman of the Board and Chief Executive Officer of NAI and Chairman and President of NAIRI.

The executive officers and directors of Showtime, CBS Operations, CBS, NAIRI and NAI are set forth on Schedules I through V attached hereto, containing the following information with respect to each such person:
 
 
name;
 
residence or business address; and
 
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

During the last five years, none of the Reporting Persons or any person named in any of Schedules I through V attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each person identified on Schedules I through V attached hereto is a citizen of the United States.


Item 3.    Source and Amount of Funds or Other Consideration.

On January 5, 2007, Showtime acquired 5,000,001 shares of Common Stock and a warrant (“Warrant #1) to purchase 1,666,667 shares of Common Stock at an exercise price of $2.00 per share for aggregate consideration of $5,000,000, which was paid in cash out of CBS’s existing cash balances.  Warrant #1 is attached hereto as Exhibit 5 and incorporated by reference herein.  Showtime acquired the foregoing securities pursuant to a Securities Purchase Agreement dated as of January 5, 2007 (the “Securities Purchase Agreement”) between Showtime and the Issuer.  The Securities Purchase Agreement is attached hereto as Exhibit 2 and incorporated by reference herein.

Also, on January 5, 2007, Showtime acquired a warrant (“Warrant #2”) to purchase 2,500,000 shares of Common Stock at an exercise price of $2.00 per share pursuant to the Securities Purchase Agreement.  Warrant #2 is attached hereto as Exhibit 6 and incorporated by reference herein.

Also, on January 5, 2007, Showtime acquired a warrant (“Warrant #3”) to purchase 2,500,000 shares of Common Stock at an exercise price of $2.00 per share pursuant to the Securities Purchase Agreement and the Exclusive Distribution Agreement dated as of November 8, 2006 (the “Distribution Agreement”) between Showtime and the Issuer.  Pursuant to the Distribution Agreement, among other things, the Issuer agreed to provide live professional mixed martial arts programs to Showtime.  The Distribution Agreement is attached hereto as Exhibit 4 and incorporated by reference herein.  Warrant #3 is not exercisable until the earlier of November 8, 2009 and the date of the termination of the Distribution Agreement due to a breach thereof by the Issuer.  Warrant #3 is attached hereto as Exhibit 7 and incorporated by reference herein.


 
Page 9 of 28

 

On February 21, 2008, Showtime exercised Warrant #1 in full and exercised Warrant #2 in part (as to 333,333 shares of Common Stock) and paid the aggregate exercise price for the exercise of both warrants in cash out of CBS’s existing cash balances.

On February 22, 2008, Showtime acquired a warrant (“Warrant #4) to purchase 2,000,000 shares of Common Stock at an exercise price of $2.00 per share pursuant to a Subscription Agreement dated as of February 22, 2008 (the “Subscription Agreement”) between Showtime and the Issuer.  Warrant #4 and the Subscription Agreement are attached hereto as Exhibit 8 and Exhibit 10, respectively, and are incorporated by reference herein.

Also, on February 22, 2008, Showtime acquired a warrant (“Warrant #5) to purchase 2,000,000 shares of Common Stock at an exercise price of $2.00 per share pursuant to the Subscription Agreement and the Broadcast Agreement between CBS Entertainment and the Issuer dated as of February 22, 2008 (the “Broadcast Agreement”).  The shares of Common Stock issuable upon exercise of Warrant #5 vest in four equal installments upon exhibition of certain programming.  Warrant #5 became vested as to 500,000 shares on May 31, 2008 and as to 500,000 shares on July 26, 2008.  It is currently anticipated that Warrant #5 will become vested as to an additional 500,000 shares on October 4, 2008.  Warrant #5 and the Broadcast Agreement are attached hereto as Exhibit 9 and Exhibit 12, respectively, and are incorporated by reference herein.

On June 18, 2008, Showtime acquired a warrant (“Warrant #6”) to purchase 100,000 shares of Common Stock at an exercise price of $0.01 per share pursuant to a Senior Secured Note Purchase Agreement dated as of June 18, 2008 (the “Note Purchase Agreement”) between Showtime and the Issuer.  Warrant #6 and the Note Purchase Agreement are attached hereto as Exhibit 13 and Exhibit 14, respectively, and incorporated by reference herein.


Item 4.    Purpose of the Transaction

The Reporting Persons have acquired Common Stock for investment purposes.  The Reporting Persons regularly evaluate their ownership of Common Stock and the Issuer’s business and industry and will take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decisions, including the availability of other investment opportunities, the Reporting Persons may from time to time acquire assets of the Issuer and/or additional shares of Common Stock (or other securities of the Issuer) in the open market or in privately negotiated transactions or dispose of all or a portion of such assets or Common Stock (or other securities of the Issuer) that such Reporting Person now owns or may hereafter acquire.  The Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer regarding the Issuer, including, but not limited to, its operations.  Showtime is currently in exploratory discussions with the Issuer with respect to a possible acquisition of assets of the Issuer.  There can be no assurance as to the outcome of such discussions or, if such discussions result in an acquisition of assets of the Issuer, the terms or timing on which any such acquisition would take place.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate and implement plans or proposals with respect to the foregoing.



 
Page 10 of 28

 

Item 5.  Interest in Securities of the Issuer
 
(a) and (b)

Showtime is the owner, with shared dispositive and voting power, of 12,766,668 shares of Common Stock (consisting of 7,000,001 shares of Common Stock and 5,766,667 shares of Common Stock issuable upon exercise of warrants, including 500,000 shares of Common Stock issuable upon exercise of Warrant #5 that are expected to become vested on October 4, 2008 upon exhibition of certain programming but excluding 2,500,000 shares of Common Stock issuable upon exercise of Warrant #3, which is not yet exercisable), or approximately 20.7% of the Issuer’s issued and outstanding Common Stock.  All computations of the percentage of outstanding Common Stock set forth herein are based on 55,854,726 shares of Common Stock outstanding as of August 9, 2008, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2008 (as filed with the SEC on August 19, 2008).

Each of NAI, NAIRI, CBS and CBS Operations is a beneficial owner, with shared dispositive and voting power, of 12,766,668 shares of Common Stock (consisting of 7,000,001 shares of Common Stock and 5,766,667 shares of Common Stock issuable upon exercise of warrants, including 500,000 shares of Common Stock issuable upon exercise of Warrant #5 that are expected to become vested on October 4, 2008 upon exhibition of certain programming but excluding 2,500,000 shares of Common Stock issuable upon exercise of Warrant #3, which is not yet exercisable), or approximately 20.7% of the Issuer’s issued and outstanding Common Stock.

As a result of his ownership in NAI, Mr. Redstone is deemed the beneficial owner, with shared dispositive and voting power, of 12,766,668 shares of Common Stock (consisting of 7,000,001 shares of Common Stock and 5,766,667 shares of Common Stock issuable upon exercise of warrants, including 500,000 shares of Common Stock issuable upon exercise of Warrant #5 that are expected to become vested on October 4, 2008 upon exhibition of certain programming but excluding 2,500,000 shares of Common Stock issuable upon exercise of Warrant #3, which is not yet exercisable), or approximately 20.7% of the Issuer’s issued and outstanding Common Stock.


(c)           During the 60 days prior to the date of the event reported in this statement, Showtime acquired the securities of the Issuer as described in Item 3 above (which is incorporated into this Item 5(c) by reference).


(d)           Each of the Reporting Persons affirms that no person other than the Reporting Persons has the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by such Reporting Person
 
(e)           Not applicable.

 
Page 11 of 28

 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Showtime is party to an Investor Rights Agreement dated as of January 5, 2007 (the “First Investor Rights Agreement”) among the Issuer, Showtime, Gary Shaw, Douglas DeLuca and Santa Monica Capital Partners II, LLC.  Pursuant to the First Investor Rights Agreement:

 
Showtime has certain “demand” and “piggyback” registration right with respect to the shares of Common Stock (and the shares of Common Stock issuable upon exercise of Warrant #1, Warrant #2 and Warrant #3) that it acquired pursuant to the Securities Purchase Agreement;

 
Showtime has a right to purchase securities proposed to be sold by the Issuer;

 
Gary Shaw, Douglas DeLuca and Santa Monica Capital Partners II, LLC have granted Showtime a “co-sale” right in the event any of them determine to sell any of their shares of Common Stock (other than sales in brokers’ transactions, pursuant to an effective resale registration statement, in connection with the transfer to any affiliate, in connection with a bona fide gift, for compensation purposes, or pursuant to any hedging or similar transaction);

 
Showtime is entitled to notice before the Issuer may agree to be sold to a third party; and

 
Showtime is entitled to elect two directors to the Issuer’s board of directors (Showtime currently has one nominee on such board).

The foregoing summary of the First Investor Rights Agreement is qualified in its entirety by reference to the First Investor Rights Agreement, a copy of which is attached hereto as Exhibit 3.
 
On December 17, 2007, the Issuer granted Showtime a Promissory Note in the aggregate principal amount of $1,822,086 (the “December Note”).  The December Note originally matured on December 17, 2008.  On June 17, 2008, the maturity date of the December Note was extended to March 31, 2009 pursuant to a letter from Showtime to the Issuer, a copy of which is attached hereto as Exhibit 19 and incorporated by reference herein.

Showtime is party to an Investor Rights Agreement dated as of February 22, 2008 (the “Second Investor Rights Agreement”) between Showtime and the Issuer.  Pursuant to the Second Investor Rights Agreement, Showtime has certain “demand” and “piggyback” registration right with respect to the shares of Common Stock issuable upon exercise of Warrant #4 and Warrant #5 that it acquired pursuant to the Subscription Agreement.  The foregoing summary of the Second Investor Rights Agreement is qualified in its entirety by reference to the Second Investor Rights Agreement, a copy of which is attached hereto as Exhibit 11.

On June 18, 2008, the Issuer granted Showtime a Senior Secured Note in the aggregate principal amount of $3,500,000 (the “June Note”) for aggregate proceeds of $3,000,000 pursuant to the Note Purchase Agreement.  The June Note bears interest at a rate of 10% per year and matures in June 2009.  A copy of the June Note is attached hereto as Exhibit 16 and incorporated by reference herein.  The Issuer’s obligations under the June Note are secured by all of the Issuer’s personal property under a Security Agreement dated as of June 18, 2008 (the “Security Agreement”) between the Issuer and Showtime.  A copy of the Security Agreement is attached hereto as Exhibit 15 and incorporated by reference herein.
 

 
Page 12 of 28

 
 
On September 10, 2008, the Issuer granted Showtime a Senior Secured Note in the aggregate principal amount of $1,000,000 (the “September Note”).  The September Note bears interest at a rate of 10% per year.  The September Note matures in June 2009 or will be cancelled prior to maturity in the event certain license fees due from Showtime to the Issuer become payable.  The Issuer’s obligations under the September Note are secured by all of the Issuer’s personal property under the Security Agreement, as amended by the parties on September 10, 2008.  Copies of the September Note and such amendment are attached hereto as Exhibit 17 and Exhibit 18, respectively, and incorporated by reference herein.

Except as set forth in Item 3 (which is incorporated into this Item 6 by reference) or in this Item 6, there is no written agreement between the Reporting Persons and any person with respect to any securities of the Issuer.


Item 7.                        Material to be Filed as Exhibits

Exhibit 1
Schedule 13D Joint Filing Agreement dated as of September 17, 2008 among each Reporting Person.

Exhibit 2
Securities Purchase Agreement dated as of January 5, 2007 between Showtime and the Issuer (incorporated by reference to Exhibit 10.17 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on January 12, 2007).

Exhibit 3
Investor Rights Agreement dated as of January 5, 2007 among the Issuer, Showtime, Gary Shaw, Douglas DeLuca and Santa Monica Capital Partners II, LLC (incorporated by reference to Exhibit 4.8 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on January 12, 2007).

Exhibit 4
Exclusive Distribution Agreement dated as of November 8, 2006 between Showtime and the Issuer (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on May 8, 2007).

Exhibit 5
Warrant #1 (incorporated by reference to Exhibit 4.6 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on January 12, 2007).

Exhibit 6
Warrant #2 (incorporated by reference to Exhibit 4.7 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on January 12, 2007).

Exhibit 7
Warrant #3 (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Issuer’s Registration Statement on Form SB-2 (Registration No. 333-139882) filed with the SEC on February 20, 2007).

Exhibit 8
Warrant #4 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2008 (File No. 000-31573) filed with the SEC on February 28, 2008).

 
Page 13 of 28

 
 
Exhibit 9
Warrant #5 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2008 (File No. 000-31573) filed with the SEC on February 28, 2008).

Exhibit 10
Subscription Agreement dated February 22, 2008 between Showtime and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2008 (File No. 000-31573) filed with the SEC on February 28, 2008).

Exhibit 11
Investor Rights Agreement dated February 22, 2008 between Showtime and the Issuer (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2008 (File No. 000-31573) filed with the SEC on February 28, 2008).

Exhibit 12
Broadcast Agreement dated February 22, 2008 between CBS Entertainment and the Issuer (incorporated by reference to Exhibit 10.15 to the Issuer’s Annual Report on Form 10-KSB for the year ended December 31, 2007 (File No. 000-31573) filed with the SEC on April 15, 2008).

Exhibit 13
Warrant #6 (incorporated by reference to Exhibit 2.4 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) June 18, 2008 (File No. 000-31573) filed with the SEC on June 24, 2008).

Exhibit 14
Senior Secured Note Purchase Agreement dated as of June 18, 2008 between Showtime and the Issuer (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) June 18, 2008 (File No. 000-31573) filed with the SEC on June 24, 2008).

Exhibit 15
Security Agreement dated as of June 18, 2008 between Showtime and the Issuer (incorporated by reference to Exhibit 2.3 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) June 18, 2008 (File No. 000-31573) filed with the SEC on June 24, 2008).

Exhibit 16
$3,500,000 Senior Secured Note dated as of June 18, 2008 granted by the Issuer to Showtime (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) June 18, 2008 (File No. 000-31573) filed with the SEC on June 24, 2008).

Exhibit 17
$1,000,000 Senior Secured Note dated as of September 10, 2008 granted by the Issuer to Showtime (incorporated by reference to Exhibit 2.6 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) September 10, 2008 (File No. 000-31573) filed with the SEC on September 17, 2008).
 
Exhibit 18
First Amendment to the June 18, 2008 Security Agreement dated September 10, 2008 between Showtime and the Issuer (incorporated by reference to Exhibit 2.7 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) September 10, 2008 (File No. 000-31573) filed with the SEC on September 17, 2008).

 
Page 14 of 28

 
 
 

Exhibit 19
First Amendment to the December 17, 2007 Promissory Note dated June 17, 2008, as agreed to by Showtime (incorporated by reference to Exhibit 2.5 to the Issuer’s Current Report on Form 8-K dated (date of earliest event reported) June 18, 2008 (File No. 000-31573) filed with the SEC on June 24, 2008).
 

 
 
Page 15 of 28

 
 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.  Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated:  September 17, 2008
 
 
SHOWTIME NETWORKS INC.
   
 
By:
 /s/ Louis J. Briskman
 
Name:  Louis J. Briskman
 
Title:    Executive Vice President
   
 
CBS OPERATIONS INC.
   
 
By:
 /s/ Louis J. Briskman
 
Name:  Louis J. Briskman
 
Title:    Executive Vice President and General Counsel
   
 
CBS CORPORATION
   
 
By:
 /s/ Louis J. Briskman
 
Name:  Louis J. Briskman
 
Title:    Executive Vice President and General Counsel
   
 
NAIRI, INC.
     
 
By:
 /s/ Sumner M. Redstone
 
Name:  Sumner M. Redstone
 
Title:    Chairman and President
   
 
NATIONAL AMUSEMENTS, INC.
   
 
By:
 /s/ Sumner M. Redstone
 
Name:  Sumner M. Redstone
 
Title:    Chairman and Chief Executive Officer
   
   
 /s/ Sumner M. Redstone
 
Name:  Sumner M. Redstone
 
             Individually

 
Page 16 of 28

 
 
SCHEDULE I

Name, business address and present principal occupation or
employment of the directors and executive officers of

Showtime Networks Inc.

DIRECTORS
 
Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Louis J. Briskman
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Susan C. Gordon
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Controller and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Joseph R. Ianniello
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Chief Development Officer and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Fredric G. Reynolds
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019

EXECUTIVE OFFICERS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Matthew C. Blank
President
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
President
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
 
Anthony G. Ambrosio
Executive Vice President, Human Resources and Administration
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Executive Vice President, Human Resources and Administration
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Louis J. Briskman
Executive Vice President and Assistant Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 


 
Page 17 of 28

 

SCHEDULE I
(Continued)
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
Showtime Networks Inc.
 
EXECUTIVE OFFICERS (Continued)
 
Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Martin D. Franks
Executive Vice President, Planning, Policy and Government Relations
 
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Planning, Policy and Government Affairs
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Susan C. Gordon
Executive Vice President and Controller
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Controller and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Gwen Marcus
Executive Vice President, General Counsel and Assistant Secretary
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
Executive Vice President, General Counsel and Assistant Secretary
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
 
Fredric G. Reynolds
Executive Vice President
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY 10019
 
Jerry Scro
Executive Vice President and Chief Financial Officer
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
Showtime Networks Inc.
51 West 52nd Street
New York, NY  10019
 
Joseph R. Ianniello
Senior Vice President and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Chief Development Officer and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY 10019
 
Richard M. Jones
Senior Vice President and General Tax Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President and General Tax Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019


 
Page 18 of 28

 

SCHEDULE II

Name, business address and present principal occupation or
employment of the directors and executive officers of

CBS Operations Inc.

DIRECTORS
 
Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Louis J. Briskman
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Susan C. Gordon
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Controller and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Joseph R. Ianniello
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Chief Development Officer and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Fredric G. Reynolds
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019

EXECUTIVE OFFICERS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Leslie Moonves
President and Chief Executive Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
President and Chief Executive Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Anthony G. Ambrosio
Executive Vice President, Human Resources and Administration
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Human Resources and Administration
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Louis J. Briskman
Executive Vice President, General Counsel and Assistant Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 

 
Page 19 of 28

 

SCHEDULE II
(Continued)
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
CBS Operations Inc.
 

EXECUTIVE OFFICERS (Continued)

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Martin D. Franks
Executive Vice President, Planning, Policy and Government Relations
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Planning, Policy and Government Affairs
CBS Corporation
51 West 52nd Street
New York, NY  10019
Fredric G. Reynolds
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Gil Schwartz
Executive Vice President, Corporate Communications
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Communications Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Martin M. Shea
Executive Vice President, Investor Relations
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Investor Relations
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Susan C. Gordon
Senior Vice President and Controller
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Controller and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Joseph R. Ianniello
Senior Vice President and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Chief Development Officer and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Richard M. Jones
Senior Vice President and General Tax Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President and General Tax Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Angeline C. Straka
Senior Vice President and Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Deputy General Counsel and Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
 

 
Page 20 of 28

 


SCHEDULE III

Name, business address and present principal occupation or
employment of the directors and executive officers of

CBS Corporation

DIRECTORS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Sumner M. Redstone
CBS Corporation
51 West 52nd Street
New York, NY 10019
Executive Chairman of the Board of CBS Corporation, Chairman and
Chief Executive Officer of National Amusements, Inc. and Chairman and
President of NAIRI, Inc.
CBS Corporation
51 West 52nd Street
New York, NY 10019
 
David R. Andelman
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
Attorney
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
 
Joseph A. Califano Jr.
The National Center on Addiction and
Substance Abuse at Columbia University
633 Third Avenue
New York, NY  10017
 
Chairman and President
The National Center on Addiction and Substance Abuse at Columbia University
633 Third Avenue
New York, NY  10017
 
William S. Cohen
The Cohen Group
500 Eighth Street, N.W.
Washington, D.C.  20004
Chairman and Chief Executive Officer
The Cohen Group
500 Eighth Street, N.W.
Washington, D.C.  20004
 
Gary L. Countryman
Liberty Mutual Group
175 Berkeley Street
Boston, MA  02116
Chairman Emeritus
Liberty Mutual Group
175 Berkeley Street
Boston, MA  02116
 
Charles K. Gifford
Bank of America
100 Federal Street
Boston, MA 02110
Chairman Emeritus
Bank of America
100 Federal Street
Boston, MA 02110
 
Leonard Goldberg
Mandy Films
9201 Wilshire Boulevard
Beverly Hills, CA 90210
 
President
Mandy Films
9201 Wilshire Boulevard
Beverly Hills, CA 90210
 

 
Page 21 of 28

 

SCHEDULE III
(Continued)

Name, business address and present principal occupation or
employment of the directors and executive officers of
 
CBS Corporation
 
DIRECTORS (Continued)

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Bruce S. Gordon
c/o CBS Corporation
51 West 52nd Street
New York, NY 10019
 
Former President and Chief Executive Officer of National Association for the
Advancement of Colored People,
Retired Verizon Executive,
c/o CBS Corporation
51 West 52nd Street
New York, NY 10019
 
Linda M. Griego
Griego Enterprises, Inc.
644 South Figueroa Street
Los Angeles, CA  90017
President and Chief Executive Officer
Griego Enterprises, Inc.
644 South Figueroa Street
Los Angeles, CA  90017
 
Arnold Kopelson
Kopelson Entertainment
1900 Avenue of the Stars
Los Angeles, CA 90067
Co-Chairman & President
Kopelson Entertainment
1900 Avenue of the Stars
Los Angeles, CA 90067
 
Leslie Moonves
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
President and Chief Executive Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Doug Morris
Universal Music Group
1755 Broadway
New York, NY  10019
Chairman & CEO
Universal Music Group
1755 Broadway
New York, NY  10019
 
Shari E. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice Chair of the Board of CBS Corporation, President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Frederic V. Salerno
c/o CBS Corporation
51 West 52nd Street
New York, NY  10019
Retired Vice Chairman and Chief Financial Officer of Verizon Communications Inc.
c/o CBS Corporation
51 West 52nd Street
New York, NY  10019


 
Page 22 of 28

 


SCHEDULE III
(Continued)
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
CBS Corporation
 
EXECUTIVE OFFICERS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Sumner M. Redstone
Executive Chairman of the Board
CBS Corporation
51 West 52nd Street
New York, NY 10019
Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer
of National Amusements, Inc. and Chairman and President of NAIRI, Inc.
CBS Corporation
51 West 52nd Street
New York, NY 10019
 
Leslie Moonves
President and Chief Executive
Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
President and Chief Executive Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Anthony G. Ambrosio
Executive Vice President, Human Resources and Administration
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Human Resources and Administration
CBS Corporation
51 West 52nd Street
New York, NY  10019
Louis J. Briskman
Executive Vice President and
General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Martin D. Franks
Executive Vice President, Planning, Policy and Government Affairs
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Planning, Policy and Government Affairs
CBS Corporation
51 West 52nd Street
New York, NY  10019
Susan C. Gordon
Senior Vice President, Controller
and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Controller and Chief Accounting Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 


 
Page 23 of 28

 

SCHEDULE III
(Continued)

Name, business address and present principal occupation or
employment of the directors and executive officers of
 
CBS Corporation
 
EXECUTIVE OFFICERS (Continued)

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Joseph R. Ianniello
Senior Vice President, Chief Development Officer and Treasurer
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Chief Development Officer and Treasurer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Richard M. Jones
Senior Vice President and General Tax Counsel
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President and General Tax Counsel
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Fredric G. Reynolds
Executive Vice President and Chief Financial Officer
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Financial Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Gil Schwartz
Executive Vice President and Chief Communications Officer
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President and Chief Communications Officer
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Martin M. Shea
Executive Vice President, Investor Relations
 
CBS Corporation
51 West 52nd Street
New York, NY  10019
Executive Vice President, Investor Relations
CBS Corporation
51 West 52nd Street
New York, NY  10019
 
Angeline C. Straka
Senior Vice President, Deputy General Counsel and Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
Senior Vice President, Deputy General Counsel and Secretary
CBS Corporation
51 West 52nd Street
New York, NY  10019
 



 
Page 24 of 28

 

SCHEDULE IV
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
NAIRI, Inc.
 
DIRECTORS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
George S. Abrams
Winer & Abrams
60 State Street
Boston, MA  02109
Attorney
Winer & Abrams
60 State Street
Boston, MA  02109
 
David R. Andelman
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
Attorney
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
 
Philippe P. Dauman
Viacom Inc.
1515 Broadway
New York, NY 10036
President and Chief Executive Officer
Viacom Inc.
1515 Broadway
New York, NY 10036
 
Shari E. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice Chair of the Board of CBS Corporation, President of National Amusements, Inc.
and Executive Vice President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Sumner M. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive
Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 


 
Page 25 of 28

 

SCHEDULE IV
(Continued)
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
NAIRI, Inc.
 

EXECUTIVE OFFICERS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Sumner M. Redstone
Chairman and President
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer
of National Amusements, Inc. and Chairman and President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Shari E. Redstone
Executive Vice President
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice Chair of the Board of CBS Corporation, President of National Amusements, Inc.
and Executive Vice President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Jerome Magner
Vice President and Treasurer
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice President and Treasurer of National Amusements, Inc. and NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Richard Sherman
Vice President and Assistant Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice President of National Amusements, Inc. and NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Tilly Berman
Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062


 
Page 26 of 28

 

SCHEDULE V
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
National Amusements, Inc.
 
DIRECTORS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
George S. Abrams
Winer & Abrams
60 State Street
Boston, MA  02109
Attorney
Winer & Abrams
60 State Street
Boston, MA  02109
 
David R. Andelman
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
Attorney
Lourie and Cutler, P.C.
60 State Street
Boston, MA  02109
 
Philippe P. Dauman
Viacom Inc.
1515 Broadway
New York, NY 10036
President and Chief Executive Officer
Viacom Inc.
1515 Broadway
New York, NY 10036
 
Shari E. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Vice Chair of the Board of CBS Corporation, President of National Amusements, Inc.
and Executive Vice President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Sumner M. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer
of National Amusements, Inc. and Chairman and President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 


 
Page 27 of 28

 

SCHEDULE V
(Continued)
 
Name, business address and present principal occupation or
employment of the directors and executive officers of
 
National Amusements, Inc.
 

EXECUTIVE OFFICERS

Name
Business Address
Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted
 
Sumner M. Redstone
Chairman and Chief Executive Officer
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer
of National Amusements, Inc. and Chairman and President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Shari E. Redstone
President
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice Chair of the Board of CBS Corporation, President of National Amusements, Inc.
and Executive Vice President of NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Jerome Magner
Vice President and Treasurer
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice President and Treasurer of National Amusements, Inc. and NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Richard Sherman
Vice President and Assistant Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Vice President of National Amusements, Inc. and NAIRI, Inc.
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
 
Tilly Berman
Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062
Secretary
National Amusements, Inc.
846 University Avenue
Norwood, MA  02062

 
 

 
Page 28 of 28