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 30, 2004
Sports Arenas, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-2380 13-1944249
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7415 Carroll Road, Suite C, San Diego, CA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 408-0364
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 99.1- Debt Payment & Extra Compensation Agreement
Exhibit 99.2- Confession of judgement
Exhibit 99.3- Andrew Bradley, Inc. promissory note
Item 9. Regulation FD Disclosure.
On June 30, 2004 Sports Arenas, Inc.("SAI"), Harold S. Elkan ("Elkan") and
Andrew Bradley, Inc. ("ABI") entered into a Debt Payment & Extra Compensation
Agreement ("Agreement") whereby:
SAI agreed to issue 1,360,433 shares of SAI common stock to ABI as extra
compensation in recognition of guarantees provided to subsidiaries of SAI.
ABI agreed to the foreclosure and sale to SAI of the 23,168,700 shares of
SAI's common stock owned by ABI (including the additional shares of common
stock awarded to ABI) valued at $.03951 per share in partial satisfaction
of SAI's note receivable from ABI.
SAI agreed to issue 5,441,734 restricted shares ("Extra Compensation
Shares") of SAI common stock to Elkan as extra compensation in recognition
of guarantees Elkan has provided to subsidiaries of SAI.
Elkan and SAI are to negotiate and enter into a Stock Restriction Agreement
by August 29, 2004 that shall contain such terms and provisions as would
customarily be included in a commercially reasonable restriction agreement
governing restricted stock subject to a substantial risk of forfeiture. The
Stock Restriction Agreement is also to contain the following provisions:
The Extra Compensation Shares will be forefeitable prior to a certain
date in limited circumstances (e.g. termination with cause or
voluntarily terminates his employement).
SAI may purchase any or all of the Extra Compensation Shares from
Elkan at $.05936 per share in limited circumstances.
The Extra Compensation Shares are being held by SAI in trust pending
execution and delivery of a Stock Restriction Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 6, 2004 Sports Arenas, Inc.
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By: /s/ Harold S. Elkan
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Harold S. Elkan, President