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) July 27, 2001
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MDI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24919 73-1515699
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
201 Ann Street
Hartford, Connecticut 06103
(Address of principal executive
offices including zip code)
(860) 527-5359
(Registrant's telephone number,
including area code)
N.A.
----
(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 on
April 2, 2001 and April 25, 2001, respectively.
Item 5: Other Events
Oxford Transaction
By letter dated July 27, 2001, MDI Entertainment, Inc. notified Oxford
International, Inc. that, pursuant to the Agreement dated July 9, 2001
between MDI and Oxford (the "Agreement"), MDI was exercising its right to
exchange the 2,000,000 shares of common stock of DataMEG Corp. and 1,656,000
shares of common stock of McClendon Transportation Group, Inc. received from
Oxford for the 2,100 shares of Series C Preferred Stock of MDI (the Series C
Stock") issued to Oxford. MDI's proposed financing transaction with Oxford
was previously disclosed in MDI's Forms 8-K filed on May 1, 2001, May 2,
2001, July 16, 2001 and July 24, 2001.
By letter dated July 27, 2001, Oxford responded to MDI and stated that
Oxford had pledged the Series C Stock for a loan and that MDI's offer to
exchange the stock was rejected. Although MDI agreed that Oxford could
pledge the shares or otherwise use them as collateral, such pledge or use as
collateral, pursuant to Section 4 of the Agreement, is supposed to be
"subject to the right of exchange set forth in Section 3" of the Agreement.
MDI has so informed Oxford and has reiterated its demand that Oxford
exchange and return the Series C Stock to MDI. The letter from Oxford, which
is rather confusing, also states that "today we closed on a transaction that
will not be unwound, and will allow you to receive funds we originally
discussed." MDI is not certain as to the meaning of such phrase. If it is
intended by Oxford to suggest that the $3.2 million originally committed to
by Oxford will be paid then, based on past experience, MDI is skeptical that
such payment will occur. MDI is evaluating its legal and other alternatives
with respect to the agreements with Oxford, Oxford's refusal to honor MDI's
exchange right generally and the Series C Stock.
Nasdaq
MDI's Form 8-K filed on July 24, 2001 incorrectly stated that Nasdaq
halted trading in MDI's securities on April 16, 2001. Trading was halted on
July 16, 2001.
Item 7: Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
99.1 Letter, dated July 27, 2001, from Oxford to MDI.
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 July 30, 2001 By: /s/ Steven M. Saferin
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Steven M. Saferin
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Letter, dated July 27, 2001, from Oxford to MDI.