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 12, 2004
THE SPORTS CLUB COMPANY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13290 95-4479735
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(Commission File Number) (IRS Employer Identification Number)
11100 Santa Monica Boulevard, Suite 300
Los Angeles, California 90025
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 310-479-5200
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Index of Exhibits on Page 3
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Item 5. Other Events and Regulation FD Disclosure
On February 19, 2004, The Sports Club Company, Inc. announced that three of
its principal shareholders (the "Investor Stockholders") had agreed to purchase
$6.5 million of a newly created class of Series D Convertible Preferred Stock in
a private placement offering. Definitive agreements are being drafted and it is
anticipated that a closing will take place on March 1, 2004. The proceeds will
be used to provide working capital and to pay the March 15, 2004 interest
payment on the Company's Senior Secured Notes.
In a related development the Company stated that it had mutually agreed
with Palisade Concentrated Equity Partnership, L.P. ("Palisade") to terminate
any further discussions relating to an equity investment by Palisade in the
Company.
All statements in this report other than statements of historical fact are
forward looking statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in this report. The forward looking statements speak only
as of the date of this report, and the Company expressly disclaims any
obligation to release publicly any update or revision to any forward looking
statement contained herein if there are changes in the Company's expectations or
in any events, conditions or circumstances on which any such forward looking
statement is based.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Not Applicable
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(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99.1 Press Release dated February 19, 2004, "The Sports Club Company, Inc.
announces $6.5 million equity infusion by principal stockholders."
[Remainder of Page Intentionally Left Blank]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 19, 2004 THE SPORTS CLUB COMPANY, INC.
By: /s/ Timothy M. O'Brien
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Timothy M. O'Brien
Chief Financial Officer
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EXHIBIT 99.1
NEWS RELEASE
For Immediate Release CONTACT: Rex A. Licklider
--------------------- Co-Chief Executive Officer
The Sports Club Company, Inc.
(310) 479-5200
THE SPORTS CLUB COMPANY, INC. ANNOUNCES
$6.5 MILLION EQUITY INFUSION
BY PRINCIPAL STOCKHOLDERS
LOS ANGELES, CA (February 19, 2004) - The Sports Club Company, Inc. (AMEX:SCY)
announced today that three of its principal shareholders (the "Investor
Stockholders") had agreed to purchase $6.5 million of a newly created class of
Series D Convertible Preferred Stock in a private placement offering. Definitive
agreements are being drafted and it is anticipated that a closing will take
place on March 1, 2004. The proceeds will be used to provide working capital and
to pay the March 15, 2004 interest payment on the Company's Senior Secured
Notes.
In a related development the Company stated that it had mutually agreed with
Palisade Concentrated Equity Partnership, L.P. ("Palisade") to terminate any
further discussions relating to an equity investment by Palisade in the Company.
Rex Licklider, Co-Chief Executive Officer stated, "The $6.5 million investment
by the Investor Stockholders combined with cash generated from operations should
allow the Company to meet its debt payment obligations and capital improvements
to our Clubs through the balance of the year. We continue to look at ways to
improve operating cash flows and rationally re-structure the balance sheet. In
the long-term we believe that the business strategies we have put in place are
sound as reflected by the investment of the Investor Stockholders."
This press release contains forward-looking statements under the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such
statements include the words "will," "expects," "anticipates," "believes,"
"estimates," "intends," "plans" and similar expressions. Such forward-looking
statements involve numerous known and unknown risks, uncertainties and other
factors that could cause actual results to be
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materially different from those currently anticipated. Such factors are outlined
in the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
The Sports Club Company, based in Los Angeles, California, currently owns and
operates ten luxury sports and fitness complexes nationwide, including its
flagship property The Sports Club/LA in Los Angeles.
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