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) May 8, 2002 ------------------------------------------------------------ MDI ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 0-24919 73-1515699 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 201 Ann Street Hartford, Connecticut 06103 (Address of principal executive offices including zip code) (860) 527-5359 (Registrant's telephone number, including area code) Not Applicable. --------------- (Former name or former address, if changed since last report) THIS FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE VARIOUS RISKS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE RISKS DETAILED FROM TIME TO TIME IN MDI ENTERTAINMENT, INC.'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION INCLUDING, BUT NOT LIMITED TO, THOSE DESCRIBED IN THE FORM 10-KSB AND FORM 10-KSB/A, FILED APRIL 2, 2001 AND APRIL 25, 2001, RESPECTIVELY. ITEM 5. OTHER EVENTS ------------ On May 8, 2002, MDI Entertainment, Inc. (the "Company") and Scientific Games Corporation announced that they have mutually and amicably terminated negotiations with respect to the previously announced contemplated acquisition of MDI by Scientific Games. See the Company's Press Release, dated May 8, 2002, relating to this event, which is attached hereto as Exhibit 99.1. The information contained in such Press Release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (c) Exhibits. Exhibit No. Description 99.1 Press Release, dated May 8, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MDI ENTERTAINMENT, INC. (Registrant) Dated May 8, 2002 By: /s/ Steven Saferin ----------- ----------------------------------- Steven M. Saferin President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated May 8, 2002.