LIONS GATE ENTERTAINMENT CORP
Filing Date: 04/29/04
As filed pursuant to Rule 424(b)(3)
Under the Securities Act of 1933
Registration No. 333-114148 PROSPECTUS
4.875% Convertible Senior Subordinated Notes due 2010 and Common Shares
Lions Gate Entertainment Inc., or U.S. Lions Gate, issued the notes
in a private placement in December 2003. This prospectus may be used by selling
securityholders to sell their notes and related guarantees and Lions Gate
Entertainment Corp. common shares issuable upon conversion of their notes.
Lions Gate Entertainment Corp., or Lions Gate, is the parent company of U.S.
U.S. Lions Gate will pay interest on the notes on June 15 and
December 15 of each year, beginning on June 15, 2004. The notes will mature on
December 15, 2010.
The notes are convertible, at the option of the holder, at any time
on or prior to the business day prior to maturity, into common shares of Lions
Gate. The notes are convertible at a conversion price of $5.40 per share, which
is equal to a conversion rate of 185.0944 shares per $1,000 principal amount of
notes, subject to adjustment. Lions Gate's common shares are listed on the
American Stock Exchange, or AMEX, and on the Toronto Stock Exchange, or the
TSX, under the symbol "LGF." We do not intend to list the notes for trading on
any U.S. or Canadian national or other securities exchange or on the Nasdaq
U.S. Lions Gate may redeem some or all of the notes for cash at any
time on or after December 15, 2006, at 100% of their principal amount, plus
accrued and unpaid interest, if any, to the redemption date, if the closing
price of Lions Gate's common shares has exceeded 175% of the conversion price
then in effect for at least 20 trading days within a period of 30 consecutive
trading days ending on the trading day before the date of mailing of the
corresponding redemption notice.
Upon a change in control of Lions Gate or U.S. Lions Gate, each
holder may require U.S. Lions Gate to purchase for cash all or a portion of
such holder's notes at 100% of their principal amount, plus any accrued and
unpaid interest, if any, through the date of repurchase.
Lions Gate fully and unconditionally guarantees the payment of
principal and interest on the notes on an unsecured senior subordinated basis.
The notes and related guarantee are subordinated in right of payment to the
prior payment in full of U.S. Lions Gate's and Lions Gate's Senior Debt as
specified in this prospectus. The notes and related guarantee are effectively
subordinated to the liabilities of Lions Gate's direct and indirect
subsidiaries other than U.S. Lions Gate.
This prospectus may also be used by certain selling securityholders
to sell up to 2,500,000 of Lions Gate Entertainment Corp. common shares
acquired from our former Chairman and by certain selling securityholders to
sell up to 5,249,600 of Lions Gate Entertainment Corp. common shares that are
issuable upon the exercise of warrants.
On April 27, 2004, the last reported sale price of Lions Gate's