Basisstatistiken
| CIK | 1164123 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PHSL Worldwide Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| February 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 2) PENTHOUSE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| January 27, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PHSL WORLDWIDE, INC. (Formerly known as Penthouse International, Inc.) (Name of Issuer) Common Stock, $.0025 par value (Title of Class of Securities) 709640106 (CUSIP Number) September 21, 2004 (Date of Event Which Requires Filing of This Statement) Arno |
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| January 27, 2005 |
Exhibit 99 AGREEMENT OF JOINT FILING Marc H. Bell and Daniel C. Staton each agree that this statement on Schedule 13 D (Amendment Number 1) has been filed on behalf of each of them. /s/ Marc H. Bell - Marc H. Bell /s/ Daniel C. Staton - Daniel C. Staton |
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| August 17, 2004 |
AGREEMENT OF JOINT FILING Exhibit 99 Marc H. Bell and Daniel C. Staton each agree that this statement on Schedule 13D has been filed on behalf of each of them. /s/ Marc H. Bell - Marc H. Bell /s/ Daniel C. Staton - Daniel C. Staton |
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| August 17, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. -)* Penthouse International, Inc. (Name of Issuer) Common Stock, $.0025 par value (Title of Class of Securities) 709640106 (CUSIP Number) July 6, 2004 (Date of Event Which Requires Filing of This Statement) Arnold N. Bressler, Esq. Milberg Weiss Bershad & Sc |
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| May 6, 2004 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 - - - (State of incorporation) (IRS Employer Identification No.) |
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| April 23, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) March 19, 2004 (Date of Event Which Requires Filing of this Statement) ¨ Rule 13d-1(b) ý Rule 13d-1(c) ¨ Rule 13d-1(d) SCHEDULE 13G CUSIP N |
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| April 23, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) April 1, 2004 (Date of Event Which Requires Filing of this Statement) ¨ Rule 13d-1(b) ý Rule 13d-1(c) ¨ Rule 13d-1(d) SCHEDULE 13G CUSIP N |
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| April 21, 2004 |
EX-99.2 4 c32027ex99-2.txt EXHIBIT 99.2 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 13, 2004, by and among MOLINA-VECTOR INVESTMENT TRUST, a revocable trust organized under the laws of the State of California (the "STOCKHOLDER"), on the one hand, and WESTERN PACIFIC INVESTMENT CORP., a California corporation ("WPIC"), on the other hand. WHE |
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| April 21, 2004 |
EXHIBIT 99.3 PREFERRED STOCK PURCHASE AGREEMENT AGREEMENT dated as of March 31, 2004, by and between PET CAPITAL PARTNERS, LLC ("PET"), ABSOLUTE RETURN EUROPE FUND ("ARE"), SUSAN DEVINE ("DEVINE"), NAFT VENTURES I LLC ("NAFT"), DR. LUIS ENRIQUE MOLINA GALEANA (the "PURCHASER"), PENTHOUSE INTERNATIONAL, INC., a Florida corporation (the "GUARANTOR"), and THE MOLINA VECTOR INVESTMENT TRUST (the "MOLI |
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| April 21, 2004 |
EXHIBIT 99.1 PENTHOUSE INTERNATIONAL, INC. SHARES OF COMMON STOCK SUBSCRIPTION AGREEMENT April 13, 2004 Western Pacific Investment Corp. 5843 Hempstead Drive Agoura Hills, California 91301-4426 Attn: Stanley Weiner, President Gentlemen: Penthouse International, Inc., a Florida corporation (the "COMPANY"), hereby confirms its agreement with you (the "PURCHASER"), as set forth below. 1. THE SECURITI |
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| April 21, 2004 |
8-K 1 c320278k.txt 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) April 15, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 (State of incorporation) (IRS Employer Ide |
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| April 8, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 (State of incorporation) (IRS Employer I |
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| April 6, 2004 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 (State of incorporation) (IRS Employer Identification No.) 22 |
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| April 6, 2004 |
EX-4.01 4 c31878ex4-01.txt THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT A |
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| April 6, 2004 |
EX-16 8 c31878ex16.txt Exhibit 16 April 6, 2004 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: On April 5, 2004, the undersigned firm received a copy of a Current Report on Form 8-K (the "Form 8-K") to be filed by Penthouse International, Inc (the "Registrant") reporting among other things a change in the Registrant's certifying public a |
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| April 6, 2004 |
PENTHOUSE INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT FEBRUARY , 2004 TABLE OF CONTENTS PAGE 1. Agreement to Sell and Purchase. .........................................1 2. Fees and Warrant..........................................................2 3. Closing, Delivery and Payment.............................................2 3.1 Closing...................................................... |
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| April 6, 2004 |
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of February , 2004, by and between PENTHOUSE INTERNATIONAL, INC. |
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| April 6, 2004 |
EX-4.02 5 c31878ex4-02.txt CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF SERIES D CONVERTIBLE PREFERRED STOCK OF PENTHOUSE INTERNATIONAL, INC. a Florida corporation The undersigned, Claude Bertrin and Stephen A. Weiss, certify that: 1. They are the duly acting Executive Vice President and an Assistant Secretary, respectively, of PENTHOUSE INTERNATIONAL, INC., a corporation organized and |
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| April 6, 2004 |
EX-2.01 3 c31878ex2-01.txt MEMBER INTEREST PURCHASE AGREEMENT BY AND AMONG MEDIA BILLING, L.L.C., INTERNET BILLING COMPANY, LLC AND INTERCEPT, INC., THE SOLE MEMBER OF INTERNET BILLING COMPANY, LLC DATED AS OF MARCH 16, 2004 MEMBER INTEREST PURCHASE AGREEMENT THIS MEMBER INTEREST PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of March 16, 2004, by and among Media Billing, L.L.C. |
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| March 31, 2004 |
NT 10-K 1 c31759nt-10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (Check One): |X| Form 10-K || Form 11-K || Form 20-F || Form 10-Q For Period Ended: December 31, 2003 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Repo |
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| February 27, 2004 |
EXHIBIT 99.1 - Press Release dated February 23, 2004 PENTHOUSE INTERNATIONAL COMPLETES $24.0 MILLION FINANCING WITH LAURUS FUNDS AND ACQUIRES GUCCIONE NEW YORK CITY MANSION- NEW YORK, NY: February 23, 2004: Penthouse International (OTC BB: PHSL) announced here today that it has completed the placement of $24.0 million in three-year, 7.5% convertible senior secured notes with Laurus Master Fund, Lt |
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| February 27, 2004 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 2004 PENTHOUSE INTERNATIONAL, INC. |
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| February 10, 2004 |
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): February 10, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 - - - - (State or other jurisdiction (Commission File Nu |
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| February 10, 2004 |
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): February 9, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 (State or other jurisdiction (Commission File Number) (IR |
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| February 9, 2004 |
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): January 12, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 (State or other jurisdiction (Commission File Number) (IR |
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| January 13, 2004 |
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): January 13, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 - - - - (State or other jurisdiction (Commission File Num |
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| January 13, 2004 |
Exhibit 99.1 PENTHOUSE MAGAZINE TO EMERGE FROM BANKRUPTCY; GENERAL MEDIA, INC. FILES REORGANIZATION PLAN General Media, Inc., the publisher of Penthouse magazine, together with eight of its direct and indirect subsidiaries (the "Company") announced today the filing of a proposed Plan of Reorganization with the United States Bankruptcy Court. If confirmed, the Plan would deleverage the Company's ba |
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| January 13, 2004 |
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): January 13, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 - - - - (State or other jurisdiction (Commission File Num |
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| January 13, 2004 |
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): January 13, 2004 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 - - - - (State or other jurisdiction (Commission File Num |
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| December 11, 2003 |
EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF NOVEMBER 6 , 2003 by and between Penthouse International, Inc. and Del Sol Investments G.P. MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of November 6, 2003 (this "Agreement") has been entered into by and between Penthouse International, Inc., a Florida corporation ("Acquirer") and Del So |
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| December 11, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-83448 PENTHOUSE INTERNATIONAL, INC. - (Exact |
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| November 17, 2003 |
EXTENSION FOR FILING 10-QSB ENDED 09/30/03 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended September 30, 2003 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| September 25, 2003 |
10-Q 1 q063003.txt 10-Q ENDED JUNE 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-83448 |
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| September 25, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-83448 PENTHOUSE INTERNATIONAL, INC. - (Exact n |
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| September 25, 2003 |
Exhibit 10.1 FINANCING AGREEMENT Dated as of August 14, 2003 by and among GENERAL MEDIA, INC., as a debtor and a debtor-in-possession, as Borrower EACH SUBSIDIARY OF GENERAL MEDIA, INC. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO as debtors and debtors in possession, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and MADELEINE L.L.C., as Agent TABLE OF CONTENTS Page |
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| September 25, 2003 |
Exhibit 10.2 TERMINATION AGREEMENT This Termination Agreement (this "Agreement") is dated as of this day of September, 2003 between General Media Communications, Inc., a New York corporation ("GMCI"), GMCI Internet Operations, Inc., a New York corporation ("Internet Operations"), and General Media Entertainment, Inc. ("Entertainment," and, together with GMCI and Internet Operations, "General Media |
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| August 27, 2003 |
Exhibit 99.1 General Media, Inc. Files for Chapter 11 Protection $5 Million Debtor-In-Possession (DIP) Financing Secured For Ongoing Operations Appoints Chief Restructuring Officer NEW YORK, Aug 12, 2003 - General Media, Inc., a subsidiary of Penthouse International, Inc. (OTC Bulletin Board: PHSL) together with eight of its direct and indirect subsidiaries (the "Company") announced today that the |
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| August 27, 2003 |
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): August 12, 2003 PENTHOUSE INTERNATIONAL, INC. - (Exact name of registrant as specified in charter) Florida 333-83448 65-1158257 - - - - (State or other jurisdiction (Commission File Nu |
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| August 18, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended JUNE 30, 2003 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended - Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 18, 2003 |
AMENDMENT TO NOTIFICATION OF LATE FILING:PENTHOUSE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended JUNE 30, 2003 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended - Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 24, 2003 |
EXHIBIT 16.1 [EISNER LETTERHEAD] Exhibit 16.1 to Form 8-K/A June 23, 2003 Securities and Exchange Commission 450 Fifth Street Washington, D.C. 20549 Madame and Gentlemen: We have read Item 4 of Penthouse International, Inc.'s Form 8-K, dated May 29, 2003 as amended on Form 8-K/A dated June 23, 2003, copies of which the Registrant has provided to us on June 2, 2003 and June 23, 2003, respectively. |
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| June 24, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 (Commission File Number) 65-1158 |
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| June 13, 2003 |
Table of Contents 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): June 3, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (Comm |
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| June 13, 2003 |
Exhibit 16 Eisner Eisner LLP Accountants and Advisors 750 Third Avenue New York, NY 10017-2703 Tel 212. |
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| June 13, 2003 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (Co |
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| May 30, 2003 |
EX-99.1 3 v90613exv99w1.htm EXHIBIT 1 Exhibit 99.1 Eisner LLP letterhead May 29, 2003 Penthouse International, Inc. 11 Penn Plaza New York, N.Y. 10001 Attention: Board of Directors Mr. Robert C. Guccione, Chairman of the Board This is to advise you that, effective May 29, 2003, Eisner LLP hereby resigns as auditors of Penthouse International, Inc. It has come to our attention that Penthouse Intern |
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| May 30, 2003 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15 (d) of the Securities Exchange Act of 1934 Commission Date of Report (Date of earliest event reported) May 29, 2003 File No. 333-83448 Penthouse International, Inc. (Exact Name of Registrant as Specified in its Charter) Florida 65-1158257 (State or other jurisdiction of incorporation o |
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| May 23, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED YEAR ENDED COMMISSION FILE NUMBER: 333-83448 MARCH 31, 2002 PENTHOUSE INTERNATIONAL, INC. - (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 - - (State of incorporation) (IRS Employer Identif |
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| May 16, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) || Form 10-K and Form 10-KSB || Form 11-K || Form 20-F |X| Form 10-Q and Form 10-QSB || Form N-SAR For period ended MARCH 31, 2003 - || Transition Report on Form 10-K and Form 10-KSB || Transition Report on Form 20-F || Transition Report on Form 11-K || Transition Report on Form 10-Q and Form 10-QSB || Transition Report on Form N-SAR For the transition period ended READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. |
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| April 30, 2003 |
Exhibit 21.1 SUBSIDIARY OF PENTHOUSE INTERNATIONAL, INC. Name State of Incorporation General Media, Inc. Delaware |
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| April 30, 2003 |
EXHIBIT 10.20 AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT This Amendment No. 1 to Stock Exchange Agreement (this “Amendment”) is made and entered into as of December 31, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Acquirer”), and General Media International, Inc., a New York corporation (the “GMI”). Capitalized term |
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| April 30, 2003 |
EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Penthouse International, Inc. (the “Company”) for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert C. Guccione, as President |
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| April 30, 2003 |
EXHIBIT 10.21 AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Amendment No. 1 to Series B Preferred Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 7, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Corporation”), and Morgan Berkeley Partners, LLC, a Nevada limited |
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| April 30, 2003 |
exv12w1 Exhibit 12.1 Penthouse International, Inc. Computation of Ratio of Earning to Fixed Charges Year Ended December 31, 1998 1999 2000 2001 2002 Income (loss) from continuing operations, before income taxes ($3,879,000 ) $ 22,606,000 $ 5,467,000 ($9,966,000 ) $ 1,170,000 Adjustments to income (loss) Interest expense 9,918,000 7,969,000 6,865,000 8,003,000 7,258,000 Interest income (517,000 ) ( |
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| April 30, 2003 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2002 Commission File Number: 333-83448 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 (State of incorporation) (IRS Employer Identifi |
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| April 1, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended December 31, 2002 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 7, 2003 |
8-K 1 v88151e8vk.htm 8-K Table of Contents 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, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporati |
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| March 7, 2003 |
Exhibit 16 Baum & Company, P.A. letterhead February 28, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Penthouse International, Inc. File No. 333-83448 Dear Sir or Madam: We have read Item 4 of the Form 8-K of Penthouse International, Inc. dated February 28, 2003 and agree with the statements concerning our firm contained therein. Very truly yours, /s/ BA |
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| February 13, 2003 |
EXHIBIT 6.19 - CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED INFORMATION ON SCHEDULES A, B, D1, D2, E, F-1, F-2 AND G, WHICH HAS BEEN FILED SEPARATELY WITH THE COMMISSION. PRINTING CONTRACT BETWEEN: Quebecor World, Inc. - - "The Printer" AND: General Media Communications, Inc. - - "The Customer" This contract is dated as of October 12, 2001 and shall become effective on September 1, 2 |
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| February 13, 2003 |
EX-99.6.12 4 y83336exv99w6w12.txt INSTRUMENT OF RESIGNATION EXHIBIT 6.12 This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE ("Instrument") effective as of January 13, 2003 (the "Effective Date"), is made by and among GENERAL MEDIA, INC., a Delaware corporation (the "Company"), the SUBSIDIARY GUARANTORS under the Indenture (as defined below), the SUBSIDIARY GRANTORS under the Security Agree |
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| February 13, 2003 |
EX-99.6.21 8 y83336exv99w6w21.txt CIRCULATION SUBSCRIPTION FULFILLMENT SERVICE AGR. PALM COAST DATA, LLC CONTRACT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED INFORMATION ON PAGES 2 AND 3, AND EXHIBIT A PAGES 2,3,4,5,6,8 AND 9 WHICH HAS BEEN FILED SEPARATELY WITH THE COMMISSION. EXHIBIT 6.21 CIRCULATION SUBSCRIPTION FULFILLMENT SERVICES AGREEMENT AGREEMENT dated as of October 1, 2002 |
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| February 13, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended OCTOBER 31, 2002 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to - - Commission file number 333-83448 PENTHOUSE INTERNATION |
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| February 13, 2003 |
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED INFORMATION IN ATTACHMENTS D, E AND F, WHICH HAS BEEN FILED SEPARATELY WITH THE COMMISSION. |
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| February 13, 2003 |
EXHIBIT 6.11 FOURTH SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 12, 2002 AMENDMENTS TO THAT CERTAIN INDENTURE DATED AS OF DECEMBER 21, 1993 RELATING TO $85,000,000 SERIES A AND B 10-5/8% SENIOR SECURED NOTES DUE 2000 AS AMENDED BY A FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 19, 1999, A SECOND SUPPLEMENTAL INDENTURE DATED AS OF MARCH 29, 2001 AND A THIRD SUPPLEMENTAL INDENTURE DATED AS OF AUGUST |
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| February 13, 2003 |
EX-99.6.20 7 y83336exv99w6w20.txt PRINTING CONTRACT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED INFORMATION ON QUOTE NUMBER W-24375A AND B, AND ATTACHMENT A, WHICH HAS BEEN FILED SEPARATELY WITH THE COMMISSION. [TRANSCONTINENTAL LOGO] EXHIBIT 6.20 PRINTING CONTRACT BETWEEN: Transcontinental Printing (Interweb Printing Inc.) [The Printer] AND: General Media Communications, Inc. [The |
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| February 13, 2003 |
EX-99.1 9 y83336exv99w1.txt CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-KSB of Penthouse International, Inc. (the "Company") for the fiscal year ended October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Guccione, |
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| January 29, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING NT 10-K 1 v87243ntnt10vk.htm FORM 12B-25 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) x Form 10-K and Form 10-KSB o Form 11-K o Form 20-F o Form 10-Q and Form 10-QSB o Form N-SAR For period ended October 31, 2002 o Transition Report on Form 10-K and Form 10-KSB o Transition Report on F |
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| January 23, 2003 |
Exhibit 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the “Corporation”), and PH Capital Holdings, LLC, a California limited liability company (the “Investor”). WHEREAS, the Corporation desires to sell to th |
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| January 23, 2003 |
Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the “Plan”) is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the “Corporation”) by offering those outside consultants of the Corporation who assist in the development and success of the bus |
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| January 23, 2003 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the “Company”), and Charles Samel, an individual resident of California (“Indemnitee”). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and |
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| January 23, 2003 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2002 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 |
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| January 23, 2003 |
Exhibit 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the “Corporation”), and Vector Partners, LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the Corporation desires to sell to the Invest |
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| November 27, 2002 |
EXHIBIT 3.1 ARTICLE OF AMENDMENT TO FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. 1. The name of the corporation is American Pulp Exchange, Inc., a Florida corporation (the “Corporation”). 2. Article I of the First Amended and Restated Articles of Incorporation of the Corporation is amended to read in full as follows: ARTICLE I NAME The name of the corporatio |
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| November 27, 2002 |
Table of Contents 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): November 18, 2002 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 (Commission |
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| November 15, 2002 |
Exhibit 3.1 CERTIFICATE REGARDING FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), hereby certifies the following in accordance with Section 607.1007 of the Florida Business Corporation Act: 1. The name of the Corporation is American Pulp Exchange, Inc. 2. The Corporation's attached First A |
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| November 15, 2002 |
EXHIBIT 10.7 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of October 23, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Jason Galanis, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and |
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| November 15, 2002 |
EXHIBIT 10.8 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Charles Samel, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and |
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| November 15, 2002 |
Exhibit 2.2 AMERICAN PULP EXCHANGE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 8, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Morgan Berkeley Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporati |
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| November 15, 2002 |
Exhibit 10.4 AMERICAN PULP EXCHANGE, INC. AND PH CAPITAL HOLDINGS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and PH Capital Holdings, LLC, a California limited liability company (the "HOLDER"). The |
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| November 15, 2002 |
EXHIBIT 10.9 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Robert C. Guccione, an individual resident of New York ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, a |
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| November 15, 2002 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF AMERICAN PULP EXCHANGE INC. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 9, 2002) ARTICLE 1. SHAREHOLDERS 1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. Annual meetings shall be held on such date and at such time fixed, from |
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| November 15, 2002 |
Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. AND VECTOR PARTNERS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and Vector Partners, LLC, a Nevada limited liability company (the "HOLDER"). The Company and |
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| November 15, 2002 |
EXHIBIT 10.6 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the "Plan") is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the "Corporation") by offering those outside consultants of the Corporation who assist in the development and success of the bus |
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| November 15, 2002 |
EXHIBIT 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Vector Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to the Invest |
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| November 15, 2002 |
Table of Contents 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): November 4, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (C |
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| November 15, 2002 |
EXHIBIT 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and PH Capital Holdings, LLC, a California limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to th |
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| November 15, 2002 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of November 9, 2002 (the "Agreement"), by American Pulp Exchange, Inc., a Florida corporation (the "Company"), for the benefit of certain persons listed on the signature page hereto (the "Holders"). W I T N E S S E T H : WHEREAS, the Holders are the holders of shares of the Company's common stock, par value $.0025 p |
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| November 15, 2002 |
Exhibit 2.1 ================================================================================ STOCK EXCHANGE AGREEMENT DATED AS OF NOVEMBER 4, 2002 by and between American Pulp Exchange, Inc. and General Media International, Inc. ================================================================================ STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT dated as of November 4, 2002 (this |
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| November 14, 2002 |
EXHIBIT 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Vector Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to the Invest |
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| November 14, 2002 |
EXHIBIT 10.9 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Robert C. Guccione, an individual resident of New York ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, a |
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| November 14, 2002 |
Table of Contents 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): November 4, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (C |
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| November 14, 2002 |
EXHIBIT 10.8 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Charles Samel, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and |
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| November 14, 2002 |
Exhibit 3.1 CERTIFICATE REGARDING FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), hereby certifies the following in accordance with Section 607.1007 of the Florida Business Corporation Act: 1. The name of the Corporation is American Pulp Exchange, Inc. 2. The Corporation's attached First A |
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| November 14, 2002 |
Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. AND VECTOR PARTNERS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and Vector Partners, LLC, a Nevada limited liability company (the "HOLDER"). The Company and |
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| November 14, 2002 |
EXHIBIT 10.7 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of October 23, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Jason Galanis, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and |
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| November 14, 2002 |
EXHIBIT 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and PH Capital Holdings, LLC, a California limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to th |
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| November 14, 2002 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF AMERICAN PULP EXCHANGE INC. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 9, 2002) ARTICLE 1. SHAREHOLDERS 1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. Annual meetings shall be held on such date and at such time fixed, from |
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| November 14, 2002 |
Exhibit 2.1 ================================================================================ STOCK EXCHANGE AGREEMENT DATED AS OF NOVEMBER 4, 2002 by and between American Pulp Exchange, Inc. and General Media International, Inc. ================================================================================ STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT dated as of November 4, 2002 (this |
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| November 14, 2002 |
Exhibit 2.2 AMERICAN PULP EXCHANGE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 8, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Morgan Berkeley Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporati |
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| November 14, 2002 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of November 9, 2002 (the "Agreement"), by American Pulp Exchange, Inc., a Florida corporation (the "Company"), for the benefit of certain persons listed on the signature page hereto (the "Holders"). W I T N E S S E T H : WHEREAS, the Holders are the holders of shares of the Company's common stock, par value $.0025 p |
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| November 14, 2002 |
Exhibit 10.4 AMERICAN PULP EXCHANGE, INC. AND PH CAPITAL HOLDINGS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and PH Capital Holdings, LLC, a California limited liability company (the "HOLDER"). The |
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| November 14, 2002 |
EXHIBIT 10.6 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the "Plan") is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the "Corporation") by offering those outside consultants of the Corporation who assist in the development and success of the bus |
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| November 1, 2002 |
8-K 1 v85519e8vk.htm FORM 8-K Table of Contents 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): October 22, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorpor |
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| September 13, 2002 |
OMB APPROVAL OMB Number: 3235-0416 Expires: July 31,2003 Estimated average burden hours per response: 32. |
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| June 14, 2002 |
OMB APPROVAL OMB Number: 3235-0416 Expires: April 30,2003 Estimated average burden hours per response: 32. |
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| May 14, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 3 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica |
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| April 26, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 2 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica |
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| April 5, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 1 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica |
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| February 27, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identification No.) 20090 |
