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| CIK | 1410402 |
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 Circle Entertainment Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 15, 2015 |
cexe1512b.htm UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0167 Washington, D.C. 20549 Expires: March 31, 2018 Estimated average burden FORM 15 hours per response 1.50 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES |
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| April 17, 2015 |
Circle Entertainment POST-EFFECTIVE AMENDMENT cexes8pos.htm As filed with the Securities and Exchange Commission on April 17, 2015 Registration No. 333-150936 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement no. 333-150936 Under The Securities Act of 1933 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 36-4612924 |
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| February 24, 2015 |
EXHIBIT 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2014. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% FXL, Inc. Delaware 79% Circle Entertainment SV-I, LLC Dela |
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| February 24, 2015 |
Circle Entertainment ANNUAL REPORT (Annual Report) cexe10k.htm UNITED STATES 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, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainm |
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| February 13, 2015 |
Financial Statements and Exhibits 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 11, 2015 CIRCLE ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) DELAWARE 001-33902 36-4612924 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 13, 2015 |
L.L. BRADFORD & COMPANY, LLC Las Vegas, Nevada EX-16.1 2 cexeex161.htm LETTER EXHIBIT 16.1 L.L. BRADFORD & COMPANY, LLC Las Vegas, Nevada February 11, 2015 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Circle Entertainment Inc.’s (the “Company”) Form 8-K dated February 11, 2015, and are in agreement with the statements relating only to L.L. Bradford & Company, LLC co |
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| January 6, 2015 |
CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 December 30, 2014 Independent Directors of Circle Entertainment Inc. 430 Park Avenue, 6th Floor New York, New York 10022 Gentlemen: CEN Holdings, Inc. (“CEN Holdings”), hereby withdraws the expression of intent contained in its letter to you dated December 30, 2013 with respect to taking Circle Entertainment In |
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| January 6, 2015 |
Exhibit 99.29 CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 December 30, 2014 Independent Directors of Circle Entertainment Inc. 430 Park Avenue, 6th Floor New York, New York 10022 Gentlemen: CEN Holdings, Inc. (“CEN Holdings”), hereby withdraws the expression of intent contained in its letter to you dated December 30, 2013 with respect to taking Circle En |
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| January 6, 2015 |
Financial Statements and Exhibits, Other Events 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): December 31, 2014 CIRCLE ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction of incorporation) (Commission |
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| January 6, 2015 |
CEXE / Circle Entertainment Inc. / SILLERMAN ROBERT F X - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 70 East 55th Street New York, New York 10022 Telephone: (212) 796-8199 (Name, |
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| October 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment |
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| August 8, 2014 |
Circle Entertainment AMENDMENT QUARTERLY REPORT (Quarterly Report) cexe10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Ent |
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| August 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc |
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| March 25, 2014 |
EXHIBIT 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2013. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% FXL, Inc. Delaware 79% Circle Entertainment SV-I, LLC Dela |
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| March 25, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K cexe10k.htm UNITED STATES 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, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainm |
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| March 14, 2014 |
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) EXHIBIT 99.28 FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act an |
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| March 14, 2014 |
CEXE / Circle Entertainment Inc. / SILLERMAN ROBERT F X - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 70 East 55th Street New York, New York 10022 Telephone: (212) 796-8199 (Name, |
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| December 30, 2013 |
Financial Statements and Exhibits, Other Events - LIVE FILING Circle Entertainment Inc. (Form: 8-K) 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): December 30, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other |
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| December 30, 2013 |
CEXE / Circle Entertainment Inc. / SILLERMAN ROBERT F X - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 23)* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 70 East 55th Street New York, New York 10022 Telephone: (212) 796-8199 (Name |
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| December 30, 2013 |
CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 EX-99.1 [Draft of 12/12/2013] CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 December 30, 2013 Independent Directors of Circle Entertainment Inc. 430 Park Avenue, 6th Floor New York, New York 10022 Gentlemen: The undersigned, CEN Holdings, Inc. (“CEN Holdings”), is a Delaware corporation formed by Robert F.X. Sillerman, Paul C. Kanavos, Brett Torino and cer |
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| December 30, 2013 |
CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 EX-99.27 2 cexeex9927.htm LETTER, DATED DECEMBER 30, 2013, FROM CEN HOLDINGS, INC. Exhibit 99.27 CEN HOLDINGS, INC. c/o TS 2013 LLC 4455 Wagon Trail Avenue Las Vegas, Nevada 89118-4430 December 30, 2013 Independent Directors of Circle Entertainment Inc. 430 Park Avenue, 6th Floor New York, New York 10022 Gentlemen: The undersigned, CEN Holdings, Inc. (“CEN Holdings”), is a Delaware corporation for |
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| November 18, 2013 |
Circle Entertainment Inc. 70 East 55th Street New York, NY 10022 702-577-5027 November 18, 2013 VIA EDGAR Ms. Kristi Marrone Staff Accountant Mr. William Demarest Staff Accountant United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7010 Re: Circle Entertainment Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 (the “Form 10-K”) Filed March 27, 2013 Fi |
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| November 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment |
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| October 3, 2013 |
CEXE / Circle Entertainment Inc. / SILLERMAN ROBERT F X - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 70 East 55th Street New York, New York 10022 Telephone: (212) 796-8199 (Name, |
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| October 3, 2013 |
SECURITIES PURCHASE AND SALE AGREEMENT Dated as of September 30, 2013 Exhibit 25 SECURITIES PURCHASE AND SALE AGREEMENT Dated as of September 30, 2013 This Securities Purchase and Sale Agreement (this “Agreement”) is by and between TS 2013 LLC, a Nevada limited liability company (the “Purchaser”), on the one hand, and The Huff Alternative Fund, L. |
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| October 3, 2013 |
FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) EXHIBIT 26 FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer. |
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| October 3, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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): September 30, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other |
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| September 11, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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): September 9, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other |
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| August 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. |
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| July 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) þ Definitive Information Statement CIRCLE ENTERTAINM |
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| July 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) o Definitive Information Statement þ Definitive Addi |
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| June 11, 2013 |
SECOND AMENDMENT TO TRANSACTION AGREEMENT EX-10.1 SECOND AMENDMENT TO TRANSACTION AGREEMENT THIS SECOND AMENDMENT TO TRANSACTION AGREEMENT (“Second Amendment”) is made effective as of the 11th day of June 2013, by and among ORLANDO HOTEL INTERNATIONAL SPE, LLC, a Florida limited liability company (“OHI”), ORLANDO HOTEL INTERNATIONAL SPE HOLDINGS, LLC, a Florida limited liability company (“OHI Parent”), CIRCLE ENTERTAINMENT PROPERTY-ORLAND |
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| June 11, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - LIVE FILING Circle Entertainment Inc. (Form: 8-K) 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): June 11, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| May 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc |
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| May 8, 2013 |
EXHIBIT 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2012. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100 % FXL, Inc. Delaware 79 % Circle Entertainment SV-I, LLC De |
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| May 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entert |
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| May 2, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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): May 1, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisd |
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| March 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. (Ex |
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| March 27, 2013 |
EX-21.1 2 cexeex211.htm SUBSIDIARIES EXHIBIT 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2012. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% FXL, Inc. Delaware 79 |
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| March 1, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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): March 1, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| January 23, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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 16, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| January 14, 2013 |
Circle Entertainment Inc. (Form: 8-K) 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, 2013 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| November 21, 2012 |
EX-10.3 FUNDING AGREEMENT THIS FUNDING AGREEMENT (this “Agreement”), dated as of November , 2012, is made by I-DRIVE LIVE PARENT, LLC, a Delaware limited liability company (“I Drive”), IDL MASTER TENANT, LLC, a Delaware limited liability company (“Master Tenant”) and IDL WHEEL TENANT, LLC, a Delaware limited liability company (“Wheel Tenant” and together with I Drive and Master Tenant, the “Funder |
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| November 21, 2012 |
FIRST AMENDMENT TO TRANSACTION AGREEMENT AND ASSIGNMENT OF RIGHTS EX-10.1 2 exhibit1.htm EX-10.1 FIRST AMENDMENT TO TRANSACTION AGREEMENT AND ASSIGNMENT OF RIGHTS THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT AND ASSIGNMENT OF RIGHTS (“Amendment”) is made effective as of the day of November, 2012, by and among I-DRIVE LIVE, LLC a Florida limited liability company f/k/a THE SQUARE, LLC, a Florida limited liability company (“Square”), ORLANDO HOTEL INTERNATIONAL S |
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| November 21, 2012 |
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): November 16, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Emplo |
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| November 21, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT OF I-DRIVE LIVE PARENT LLC EX-10.2 3 exhibit2.htm EX-10.2 LIMITED LIABILITY COMPANY AGREEMENT OF I-DRIVE LIVE PARENT LLC This Limited Liability Company Agreement (this “Agreement”) of I-Drive Live Parent LLC, a Delaware limited liability company (the “Company”), is entered into and made effective as of September 21, 2012 (the “Effective Date”) by and among Circle I Drive LLC, a Delaware limited liability company (“Circle”), |
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| November 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment |
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| November 7, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 November 7, 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest th |
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| November 7, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): November 7, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| October 18, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): October 17, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| October 18, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 October , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest ther |
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| October 3, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 October , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest ther |
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| October 3, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): October 1, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other ju |
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| September 12, 2012 |
EX-10.1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK THE HUFF ALTERNATIVE FUND, L.P., and THE HUFF ALTERNATIVE PARALLEL FUND, L.P. derivatively on behalf of CIRCLE ENTERTAINMENT INC., formerly known as FX REAL ESTATE AND ENTERTAINMENT INC., Plaintiffs, -against- PAUL C. KANAVOS, HARVEY SILVERMAN, MICHAEL J. MEYER, JOHN D. MILLER, ROBERT SUDACK, ROBERT F.X. SILLERMAN, BRETT TORINO, MIT |
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| September 12, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 10, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Empl |
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| September 12, 2012 |
EX-10.2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK THE HUFF ALTERNATIVE FUND, L.P., and THE HUFF ALTERNATIVE PARALLEL FUND, L.P. derivatively on behalf of CIRCLE ENTERTAINMENT INC., formerly known as FX REAL ESTATE AND ENTERTAINMENT INC., Plaintiffs, -against- PAUL C. KANAVOS, HARVEY SILVERMAN, MICHAEL J. MEYER, JOHN D. MILLER, ROBERT SUDACK, ROBERT F.X. SILLERMAN, BRETT TORINO, MIT |
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| September 4, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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 29, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other ju |
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| September 4, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 August , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest there |
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| August 23, 2012 |
EX-10.1 PROMISSORY NOTE $XXX,000.00 August , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest thereon, compounded annually |
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| August 23, 2012 |
TERMINATION AND SETTLEMENT AGREEMENT EX-10.2 3 exhibit2.htm EX-10.2 TERMINATION AND SETTLEMENT AGREEMENT This TERMINATION AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of this day of , 2012 (the “Effective Date”), by and among CIRCLE ENTERTAINMENT SV-I, LLC, a Delaware limited liability company (the “Circle”), WILLIAM J. KITCHEN, an individual (“Kitchen”), and US THRILLRIDES, LLC, a Florida limited liability company |
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| August 23, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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 17, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other ju |
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| August 10, 2012 |
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 7, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer |
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| August 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. |
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| July 25, 2012 |
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): July 25, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer |
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| July 25, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 July , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest thereon |
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| July 18, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK THE HUFF ALTERNATIVE FUND, L.P., and THE HUFF ALTERNATIVE PARALLEL FUND, L.P. derivatively on behalf of CIRCLE ENTERTAINMENT INC., formerly known as FX REAL ESTATE AND ENTERTAINMENT INC., Plaintiffs, -against- PAUL C. KANAVOS, HARVEY SILVERMAN, MICHAEL J. MEYER, JOHN D. MILLER, ROBERT SUDACK, ROBERT F.X. SILLE |
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| July 18, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - LIVE FILING Circle Entertainment Inc. (Form: 8-K) 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): July 12, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| June 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) o Definitive Information Statement þ Definitive Addi |
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| June 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) þ Definitive Information Statement CIRCLE ENTERTAINM |
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| June 12, 2012 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $XXX,000.00 June , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest thereon |
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| June 12, 2012 |
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): June 7, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| May 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc |
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| April 19, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): April 16, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jur |
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| April 16, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): April 10, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jur |
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| April 16, 2012 |
EX-10.1 PROMISSORY NOTE $XXX,000.00 April , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of XXXXXXXXXXXXXXXX Dollars ($XXXXXX), together with interest thereon, compounded annually, |
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| March 28, 2012 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2011. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% FXL, Inc. Delaware 100% Circle Entertainment SV-I, LLC Del |
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| March 28, 2012 |
SHARED SERVICES AND REIMBURSEMENT AGREEMENT Dated as of February 15, 2011 EX-10.33 2 cexeex1033.htm EXHIBIT 10.33 SHARED SERVICES AND REIMBURSEMENT AGREEMENT Dated as of February 15, 2011 The parties to this Shared Services and Reimbursement Agreement are Circle Entertainment Inc., a Delaware corporation (“Circle”) and Function (X) Inc., a Delaware corporation (“Function (X)”). Circle and Function (X) are sometimes referred to collectively hereinafter as the “parties” o |
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| March 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. (Ex |
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| March 14, 2012 |
Circle Entertainment Inc. (Form: 8-K) 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): March 8, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| March 14, 2012 |
EX-10.1 PROMISSORY NOTE $200,000.00 March , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of Two Hundred Thousand Dollars ($200,000.00), together with interest thereon, compounded a |
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| February 10, 2012 |
CEXE / Circle Entertainment Inc. / DEUTSCHE BANK AG\ - AMENDMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Circle Entertainment Inc. - NAME OF ISSUER: Common Stock (Par Value $0.01) - TITLE OF CLASS OF SECURITIES 17256R105 - CUSIP NUMBER December 30, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 6, 2012 |
EX-10.1 PROMISSORY NOTE $ .00 January , 2012 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of [ ] (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of [ ] Dollars ($ ), together with interest thereon, compounded annually, from the date hereof thr |
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| February 6, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - LIVE FILING Circle Entertainment Inc. (Form: 8-K) 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 30, 2012 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| December 19, 2011 |
PROMISSORY NOTE $ .00 December , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the ?Payor?), hereby unconditionally promises to pay to the order of (the ?Payee?), in lawful money of the United States of America in immediately available funds, the principal sum of Dollars ($ ), together with interest thereon, compounded annually, from the date hereof through maturity a |
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| December 19, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): December 15, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment |
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| October 19, 2011 |
EX-10 PROMISSORY NOTE $ .00 October , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of Dollars ($ ), together with interest thereon, compounded annually, from the date hereof through matur |
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| October 19, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): October 14, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| September 22, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: (212) 796-8 |
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| September 22, 2011 |
THIRD AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) EXHIBIT 24 THIRD AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer. |
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| September 21, 2011 |
EX-10.1 PROMISSORY NOTE $ .00 September , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of [ ] (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of [ ] Dollars ($ ), together with interest thereon, compounded annually, from the date hereof t |
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| September 21, 2011 |
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): September 15, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Empl |
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| August 11, 2011 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $ .00 August , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of [ ] (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of [ ] Dollars ($ ), together with interest thereon, compounded annually, fr |
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| August 11, 2011 |
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 8, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. |
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| July 21, 2011 |
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): July 21, 2011 CIRCLE ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer of i |
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| July 13, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): July 7, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juris |
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| July 13, 2011 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $ .00 July , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of [ ] (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of [ ] Dollars ($ ), together with interest thereon, compounded annually, from |
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| July 1, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): June 27, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| June 10, 2011 |
EX-10.1 2 exhibit1.htm EX-10.1 PROMISSORY NOTE $ .00 June , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of [ ] (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of [ ] Dollars ($ ), together with interest thereon, compounded annually, from |
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| June 10, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): June 7, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juris |
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| June 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) o Definitive Information Statement þ Definitive Addi |
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| June 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) þ Definitive Information Statement CIRCLE ENTERTAINM |
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| May 31, 2011 |
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): May 24, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| May 27, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Circle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 17256R-105 (CUSIP Number) Mitchell J. Nelson General Counsel Circle Entertainment Inc. 650 Madison Avenue New York, New York 10022 Telephone: (212) 838-310 |
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| May 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc |
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| May 4, 2011 |
EX-10.1 2 cexeex101.htm FORM OF PROMISSORY NOTE EXHIBIT 10.1 PROMISSORY NOTE $166,666.67 April , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of XXXXX, a XXXXX organized under the laws of the State of XXXXXXX (the “Payee”), in lawful money of the United States of America in immediately available funds, |
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| May 4, 2011 |
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): April 27, 2011 CIRCLE ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employer of |
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| March 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 Circle Entertainment Inc. (Ex |
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| March 31, 2011 |
SHARED SERVICES AGREEMENT Dated As of October 1, 2010 Exhibit 10.26 SHARED SERVICES AGREEMENT Dated As of October 1, 2010 The parties to this agreement are FX Real Estate and Entertainment Inc. a Delaware corporation (“FXREE”) and BPS Parent, LLC, a Nevada limited liability company (“BPS”). FXREE and BPS are sometimes referred to collectively hereinafter as the “parties” or individually as a “party.” FXREE, through various subsidiaries, is engaged in |
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| March 31, 2011 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of Circle Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by Circle Entertainment Inc. as of December 31, 2010. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% * FXL, Inc. Delaware 100% Circle Entertainment SV-I, LLC D |
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| March 9, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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): March 3, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other juri |
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| March 9, 2011 |
EX-10.1 PROMISSORY NOTE $300,000.00 March , 2011 FOR VALUE RECEIVED, Circle Entertainment Inc., a Delaware corporation (the “Payor”), hereby unconditionally promises to pay to the order of (the “Payee”), in lawful money of the United States of America in immediately available funds, the principal sum of Three Hundred Thousand Dollars ($300,000.00), together with interest thereon, compounded annual |
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| March 3, 2011 |
EX-99.1 3 cexeex991.htm PRESS RELEASE Exhibit 99.1 CIRCLE ENTERTAINMENT Orlando, London (9am EST Wednesday March 2 2011) Global visitor attraction operator Merlin Entertainments (‘Merlin’) confirmed today that it is working with entertainment company Circle Entertainment, Inc. (Cexe.pk) and developer Unicorp, to bring at least three of its best known global attraction brands to Orlando including M |
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| March 3, 2011 |
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 28, 2011 CIRCLE ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction of incorporation) (Commission |
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| March 3, 2011 |
Exhibit 10.1 EXECUTION VERSION TRANSACTION AGREEMENT THIS TRANSACTION AGREEMENT (the “Agreement”) is made and entered into as of this 28th day of February, 2011, by and between THE SQUARE, LLC, a Florida limited liability company (“Square LLC”), ORLANDO HOTEL INTERNATIONAL SPE, LLC, a Florida limited liability company (“OHI SPE”, which together with Square LLC are hereinafter collectively referred |
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| February 14, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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 8, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FX Real Estate and Entertainment Inc. - NAME OF ISSUER: Common Stock (Par Value $.01) - TITLE OF CLASS OF SECURITIES 302709100 - CUSIP NUMBER December 31, 2010 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 25, 2011 |
CIRCLE ENTERTAINMENT INC. (F/K/A FX REAL ESTATE AND ENTERTAINMENT INC.) 650 Madison Avenue, 15th Floor New York, NY 10022 (212) 838-3100 January 25, 2011 Mr. Daniel I. Gordon Branch Chief Mr. Jonathan Wiggins Staff Accountant Ms. Sandra Hunter Staff Attorney Mr. Tom Kluck Staff Attorney United States Securities and Exchange Commission Mail Stop 3720 100 F Street N.E. Washington, D.C. 20549-7010 Re |
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| January 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-33902 Circle Ent |
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| January 24, 2011 |
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 21, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employ |
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| January 13, 2011 |
Circle Entertainment Inc. (Form: 8-K) 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, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other j |
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| January 13, 2011 |
FX Real Estate and Entertainment Inc. Announces Corporate Name Change to Circle Entertainment Inc. FOR IMMEDIATE RELEASE FX Real Estate and Entertainment Inc. Announces Corporate Name Change to Circle Entertainment Inc. New York ? January 13, 2011 ? Robert F.X. Sillerman, Chairman and Chief Executive Officer of FX Real Estate and Entertainment Inc. (FXRE.PK), announced today that the Company has changed its name to Circle Entertainment Inc., effective January 11, 2011. The Company?s common stoc |
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| January 12, 2011 |
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 11, 2011 Circle Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. Employ |
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| January 12, 2011 |
CERTIFICATE OF OWNERSHIP AND MERGER MERGING FX MERGER SUB INC. WITH AND INTO FX REAL ESTATE AND ENTERTAINMENT INC. Pursuant to Section 253 of the General Corporation Law of the State of Delaware FX Real Estate and Entertainment Inc., a Delaware corporation (the ?Company?), does hereby certify to the following information relating to the merger (the ?Merger?) of FX Merger Sub Inc., a Delaware corpo |
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| December 29, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): December 23, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| December 14, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): December 8, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| December 3, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| November 15, 2010 |
Nile Leatham, Esq. Nevada Bar No. 002838 Natalie M. Cox, Esq. Nevada Bar No. 007662 Kolesar & Leatham, Chtd. 3320 West Sahara Avenue, Suite 380 Las Vegas, Nevada 89102-3202 Telephone No. (702) 362-7800 Facsimile No. (702) 362-9472 E-Mail: [email protected] [email protected] Attorneys for FIVE MILE CAPITAL POOLING INTERNATIONAL LLC; SPECTRUM INVESTMENT PARTNERS, L.P.; & TRANSAMERICA LIFE INSURA |
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| November 15, 2010 |
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): November 8, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| November 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real Estate and E |
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| October 22, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): October 18, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| October 1, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| September 29, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): September 27, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission |
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| September 24, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): September 21, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission |
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| September 10, 2010 |
EX-10.3 Exhibit 10.3 COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECU |
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| September 10, 2010 |
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): September 10, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission |
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| September 10, 2010 |
Exhibit 10.1 EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?) is entered into on this 10th day of September, 2010 (the ?Effective Date?), by and between WILLIAM J. KITCHEN, an individual residing at 11536 Lake Butler Blvd., Windermere, Florida 34786; facsimile: (407) 909-8899 (?Licensor?), US THRILLRIDES, LLC, a Florida limited liability company, having its principal |
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| September 10, 2010 |
EX-10.2 Exhibit 10.2 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (as hereafter amended or supplemented, this “Agreement”) is dated and effective as of September 10, 2010 (the “Effective Date”), by and between CIRCLE ENTERTAINMENT SV-I, LLC, a Delaware limited liability company (“FXRE”), and US THRILLRIDES, LLC, a Florida limited liability company (“ThrillRides”). R E C I T A L S: A. ThrillRid |
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| August 19, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| August 18, 2010 |
Reference is made to Exhibit 3.1 |
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| August 18, 2010 |
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 18, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I. |
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| August 18, 2010 |
FX REAL ESTATE AND ENTERTAINMENT INC. CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware FX Real Estate and Entertainment Inc., a Delaware corporation (the ?Company?), hereby certifies that: 1. The Amended and Restated Certificate of Incorporation of the Company (the ?Certificate of Incorporation?) fixe |
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| August 18, 2010 |
EX-10.1 4 exhibit3.htm EX-10.1 FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENT SUBSCRIBER: SECURITIES SUBSCRIBED FOR: AGGREGATE PURCHASE PRICE: XXXX XX units consisting of XX shares of Series B Convertible Preferred Stock and Common Stock Purchase Warrants to purchase up to XXXXXX shares of Common Stock $XXXXXX.XX This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of XXXX XX,, 2 |
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| August 18, 2010 |
COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real Estate and Entert |
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| July 15, 2010 |
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): July 14, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| July 12, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| July 9, 2010 |
FX Real Estate and Entertainment Inc. (Form: 8-K) 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): July 7, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-46129 |
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| June 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| June 8, 2010 |
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): June 2, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S |
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| May 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2) ) ? Definitive Information Statement FX REAL ESTATE AN |
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| May 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real Estate and Enter |
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| May 6, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| May 5, 2010 |
FX Real Estate and Entertainment Inc. (Form: 8-K) 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): April 29, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-461 |
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| April 23, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| April 22, 2010 |
FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT This First Amendment to Lock Up and Plan Support Agreement (this ?Amendment?), dated as of April 16, 2010, is made by and among: (a) The undersigned First Lien Lenders (the ?First Lien Lenders?) under that certain Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC (the ?Debtor?), a Nevada limited-l |
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| April 22, 2010 |
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): April 16, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R |
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| April 14, 2010 |
EXHIBIT 10.61 |
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| April 14, 2010 |
EX-21.1 3 fxreex211.htm AMENDMENT Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of FX Real Estate and Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by FX Real Estate and Entertainment Inc. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100% * RH1, LLC Nevada 100% Fl |
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| April 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real Estate and Entertainm |
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| April 12, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| April 9, 2010 |
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): April 5, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| March 31, 2010 |
SEC FILE NUMBER 001-33902 CUSIP NUMBER 302709100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2010 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Te |
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| March 17, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events 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): March 11, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R |
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| March 11, 2010 |
FX REAL ESTATE AND ENTERTAINMENT INC. CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware FX Real Estate and Entertainment Inc., a Delaware corporation (the ?Company?), hereby certifies that: 1. The Amended and Restated Certificate of Incorporation of the Company (the ?Certificate of Incorporation?) fixe |
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| March 11, 2010 |
Reference is made to Exhibit 3.1 |
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| March 11, 2010 |
EX-10.2 Form of Warrant (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated February 11, 2010, as filed with the Securities and Exchange Commission on February 18, 2010) |
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| March 11, 2010 |
Incorporated by reference to Exhibit 10.1 of the Company?s Current Report on Form 8-K dated February 11, 2010, as filed with the Securities and Exchange Commission on February 18, 2010. |
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| March 11, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): March 5, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| February 19, 2010 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Te |
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| February 18, 2010 |
Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF ?FX REAL ESTATE AND ENTERTAINMENT INC.?, FILED IN THIS OFFICE ON THE NINTH DAY OF FEBRUARY, A.D. 2010, AT 4:53 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECO |
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| February 18, 2010 |
EX-10.1 FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENT SUBSCRIBER: SECURITIES SUBSCRIBED FOR: AGGREGATE PURCHASE PRICE: [ ] [ ] units consisting of [ ] shares of Series A Convertible Preferred Stock and Common Stock Purchase Warrants to purchase up to [ ] shares of Common Stock $[ ] This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January , 2010, is made by and between FX |
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| February 18, 2010 |
Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF ?FX REAL ESTATE AND ENTERTAINMENT INC.?, FILED IN THIS OFFICE ON THE NINTH DAY OF FEBRUARY, A.D. 2010, AT 4:53 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECO |
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| February 18, 2010 |
COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. |
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| February 18, 2010 |
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 11, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| February 10, 2010 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Te |
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| February 9, 2010 |
SECOND AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT SECOND AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT This Second Amendment to Lock Up and Plan Support Agreement (this ?Amendment?), dated as of February 3, 2010, is made by and among: (a) The undersigned First Lien Lenders (as defined below) under that certain Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC (the ?Debtor?), a Nevada limited-liabi |
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| February 9, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 3, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| January 29, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9 )* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| January 28, 2010 |
FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT EX-10.1 2 exhibit1.htm EX-10.1 FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT This First Amendment to Lock Up and Plan Support Agreement (this “Amendment”), dated as of January 22, 2010, is made by and among: (a) The undersigned First Lien Lenders (as defined below) under that certain Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC (the “Deb |
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| January 28, 2010 |
FX Real Estate and Entertainment Inc. (Form: 8-K) 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 22, 2010 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4 |
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| December 29, 2009 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Tel |
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| December 28, 2009 |
Unregistered Sales of Equity Securities 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): December 24, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-33902 (Commissio |
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| December 24, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Telephone: |
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| December 24, 2009 |
LOCK UP AND PLAN SUPPORT AGREEMENT LOCK UP AND PLAN SUPPORT AGREEMENT This Lock Up and Plan Support Agreement (this ?Agreement?), dated as of December 18, 2009, is made by and among: (a) The undersigned First Lien Lenders (as defined below) under that certain Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC (?Debtor?), a Nevada limited-liability company (fka Metroflag BP, LLC) and FX |
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| December 24, 2009 |
Entry into a Material Definitive Agreement 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): December 23, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| December 24, 2009 |
EX-10.2 STANDSTILL AGREEMENT December 18, 2009 Reference is made to that certain Lock Up and Plan Support Agreement dated October 27, 2009 (the “Existing Lockup Agreement”) by and among Debtor (and the predecessor entities to Debtor), the New Entities, the First Lien Agent and the First Lien Lenders. Capitalized terms used but not defined in this letter agreement (this “Standstill Agreement”) shal |
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| November 20, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX |
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| November 18, 2009 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Tel |
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| November 18, 2009 |
Entry into a Material Definitive Agreement 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): November 12, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| November 16, 2009 |
Table of Contents SEC FILE NUMBER 001-33902 CUSIP NUMBER 302709100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2009 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York |
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| November 9, 2009 |
SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) exv99w17 EXHIBIT 17 SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This Second Amended and Restated Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer. |
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| November 6, 2009 |
Securities and Exchange Commission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated November 2, 2009, of FX Real Estate and Entertainment Inc. and are in agreement with the statements contained in the first through fourth paragraphs on page two therein. We have no basis to agree or disagree with other statements of the registrant contained th |
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| November 6, 2009 |
FX Real Estate and Entertainment Inc. (Form: 8-K) 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): November 2, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4 |
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| November 5, 2009 |
LOCK UP AND PLAN SUPPORT AGREEMENT LOCK UP AND PLAN SUPPORT AGREEMENT This Lock Up and Plan Support Agreement (this ?Agreement?), dated as of October 27, 2009, is made by and among: (a) The undersigned First Lien Lenders (as defined below) under that certain Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC (the ?Debtor?), a Nevada limited-liability company (fka Metroflag BP, LLC) and |
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| November 5, 2009 |
FX Real Estate and Entertainment Inc. (Form: 8-K) 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): October 30, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4 |
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| November 5, 2009 |
EX-10.3 COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS A |
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| November 5, 2009 |
EX-10.2 FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENT SUBSCRIBER: SECURITIES SUBSCRIBED FOR: 1,388,889 units consisting of 1,388,889 shares of Common Stock and Common Stock Purchase Warrants to purchase up to 2,777,778 shares of Common Stock AGGREGATE PURCHASE PRICE: $ 125,000.00 This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November , 2009, is made by and between FX R |
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| October 21, 2009 |
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): October 21, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| September 17, 2009 |
Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FX Real Estate and Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Edward T. Dartley WRH Partners II, L.L.C. 67 Park Place Morristown, New J |
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| September 10, 2009 |
FIRST AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) EXHIBIT 14 FIRST AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This First Amended and Restated Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Act?) by and among the parties listed below, each referred to herein as a ?Joint Filer. |
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| September 10, 2009 |
sc13dza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Tel |
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| September 9, 2009 |
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): September 9, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| September 9, 2009 |
EX-10.1 FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENT SUBSCRIBER: SECURITIES SUBSCRIBED FOR: AGGREGATE PURCHASE PRICE: [ ] [ ] units consisting of [ ] shares of Common Stock and Common Stock Purchase Warrants to purchase up to [ ] shares of Common Stock $[ ] This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August , 2009, is made by and between FX Real Estate and Entertain |
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| September 9, 2009 |
EX-10.2 COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS A |
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| August 14, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real |
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| August 10, 2009 |
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 4, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R |
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| July 16, 2009 |
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): July 13, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| June 25, 2009 |
EX-10.2 EXHIBIT 10.2 June 23, 2009 Mitchell J. Nelson 134 East 80th Street New York, NY 10075 Dear Mitchell, Reference is made to that certain Employment Agreement dated as of December 31, 2007 (the “Employment Agreement”) by and between you and FX Real Estate and Entertainment Inc. (the “Company), pursuant to which you are employed as Executive Vice President, General Counsel and Secretary of the |
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| June 25, 2009 |
EXHIBIT 10.1 June 23, 2009 Mr. Paul C. Kanavos 555 Park Avenue Apt. 9W New York, NY 10022 Dear Paul, Reference is made to that certain Employment Agreement dated as of December 31, 2007 (the ?Employment Agreement?) by and between you and FX Real Estate and Entertainment Inc. (the ?Company), pursuant to which you are employed as the President of the Company. The purpose of this letter agreement (th |
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| June 25, 2009 |
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): June 19, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| June 11, 2009 |
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): June 5, 2009 FX Real Estate and Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S |
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| May 14, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Rea |
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| April 30, 2009 |
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE Exhibit 10.2 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE This Employment Separation Agreement and Release (the ?Agreement?) is made and entered into as of April 30, 2009, by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the ?Company?), and Brett Torino, a resident of the State of Nevada (?Executive?). W I T N E S S E T H: WHEREAS, the Executive and the Company desire t |
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| April 30, 2009 |
10-K/A 1 y76867e10vkza.htm AMENDMENT NO. 1 TO FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 F |
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| April 30, 2009 |
Table of Contents 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): April 30, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (C |
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| April 30, 2009 |
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE EX-10.1 2 y76873exv10w1.htm EX-10.1 Exhibit 10.1 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE This Employment Separation Agreement and Release (the “Agreement”) is made and entered into as of April 30, 2009, by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and Barry A. Shier, a resident of the State of Nevada (“Executive”). W I T N E S S E T H: WHEREAS, |
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| April 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-33902 FX Real Estate and Entertainment Inc. The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or r |
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| April 14, 2009 |
Table of Contents 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): April 8, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Co |
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| March 31, 2009 |
10-K 1 y75647e10vk.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| March 31, 2009 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of each subsidiary of FX Real Estate and Entertainment Inc., its jurisdiction of organization, and the percentage ownership held by FX Real Estate and Entertainment Inc. COMPANIES ORGANIZED IN THE UNITED STATES: FX Luxury, LLC (formerly known as FX Luxury Realty, LLC) Delaware 100%* RH1, LLC Nevada 100% Flag Luxury Riv, LLC Delaware 100% FX |
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| March 11, 2009 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits Table of Contents 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): March 9, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Co |
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| March 11, 2009 |
EX-10.1: TERMINATION, SETTLEMENT AND RELEASE AGREEMENT EX-10.1 Exhibit 10.1 Termination, Settlement and Release Agreement This Termination, Settlement and Release Agreement (this “Agreement”) is entered into this 9th day of March, 2009, by and among FX Luxury, LLC (formerly known as FX Luxury Realty LLC), a Delaware limited liability company (“FX Luxury”), FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE” and, together with FX Lux |
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| February 18, 2009 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 5, 2009 |
Table of Contents 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 31, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001 |
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| January 20, 2009 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Mitchell J. |
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| January 16, 2009 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Mitchell J. |
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| January 15, 2009 |
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 9, 2009 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-33902 (Commission |
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| January 9, 2009 |
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: January 5, 2009 (Date of earliest event reported) FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction of incorporation) ( |
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| December 30, 2008 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* FX Real Estate and Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 302709-100 (CUSIP Number) Mitchell J. Nelson Atlas Real Estate Funds, Inc. 650 Madison Avenue, 15th Floor New York, New York |
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| December 30, 2008 |
EX-99.12: JOINT FILING AGREEMENT EXHIBIT 12 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer. |
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| December 29, 2008 |
8-K 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): December 19, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission ( |
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| November 26, 2008 |
Entry into a Material Definitive Agreement 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): November 25, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R. |
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| November 13, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX |
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| November 5, 2008 |
8-K 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): November 1, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I |
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| October 8, 2008 |
Table of Contents 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): October 3, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001- |
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| September 29, 2008 |
Table of Contents 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): September 24, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 0 |
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| September 29, 2008 |
EX-10.2: FORM OF OPTION AGREEMENT EX-10.2 3 y71513exv10w2.htm EX-10.2: FORM OF OPTION AGREEMENT Exhibit 10.2 FORM OF FX REAL ESTATE AND ENTERTAINMENT INC. 2007 EXECUTIVE EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR [ ] Agreement 1. Grant of Option. FX REAL ESTATE AND ENTERTAINMENT INC. (the “Company”) hereby grants, as of [ ] (“Date of Grant”), to [ ] (the “Optionee”) an option (the “Option”) to purchase up to [ |
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| September 29, 2008 |
EX-10.1: FORM OF OPTION AGREEMENT EX-10.1 Exhibit 10.1 FORM OF FX REAL ESTATE AND ENTERTAINMENT INC. 2007 LONG-TERM INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR [ ] Agreement 1. Grant of Option. FX REAL ESTATE AND ENTERTAINMENT INC. (the “Company”) hereby grants, as of [ ] (“Date of Grant”), to [ ] (the “Optionee”) an option (the “Option”) to purchase up to [ ] shares (the “Shares”) of the Company’s common |
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| August 20, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| August 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 13, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (C |
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| August 11, 2008 |
EX-10.2: REGISTRATION RIGHTS AGREEMENT EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 13, 2008, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 attached hereto (each an “Investor”, and collectively, the “Investors”). RECITALS: A. On January 9, 2008, the Company and the In |
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| August 11, 2008 |
EX-10.1: SECOND AMENDMENT TO THE INVESTMENT AGREEMENT EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO INVESTMENT AGREEMENT This Second Amendment (this “Amendment”) to the Investment Agreement by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P. (each an “Investor” and collectively, the “Investors”) is made and effective as of May 13, 200 |
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| August 11, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33902 FX Real |
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| July 17, 2008 |
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): July 15, 2008 FX REAL ESTATE AND ENTERTAINMENT INC. (Exact name of registrant as specified in charter) Delaware 001-33902 36-4612924 (State or other jurisdiction (Commission (I.R.S. E |
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| July 17, 2008 |
EX-10.3 EXHIBIT 10.3 COMMON STOCK PURCHASE WARRANT NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECU |
