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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Premier Exhibitions, Inc.    

PREMIER EXHIBITIONS, INC.

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PREMIER EXHIBITIONS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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12/21/2018 | 05:21pm EDT

Item 7.01. Regulation FD Disclosure.

As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the "Company") and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the "Bankruptcy Court"). On December 20, 2018, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of November 1, 2018 through November 30, 2018 (the "Monthly Operating Reports") with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 and incorporated into this Item 7.01 by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Cautionary Statements Regarding the Monthly Operating Reports

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company's reports pursuant to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.



Exchange Act Reports


The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the "SEC"). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.

Additional Information Regarding the Chapter 11 Filing

Information about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders of Premier Exhibitions, Inc. at http://www.jndla.com/cases/premiercommittee, docket numbers 1280-1287 Information contained on, or that can be accessed through, such website or the Bankruptcy Court's website is not part of this Current Report.

Item 9.01. Financial Statements and Exhibits.




(d)    Exhibits.



Exhibit No. Description
  99.1        Monthly Operating Report for the Period of November 1, 2018 through
            November 30, 2018 dated December 20, 2018 for Premier Exhibitions,
            Inc.


   99.2     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Premier Exhibition
          Management LLC


   99.3     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for RMS Titanic, Inc.


   99.4     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Arts and Exhibitions
          International, LLC


   99.5     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Premier Merchandising,
          LLC


   99.6     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Premier Exhibitions
          International, LLC


   99.7     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Premier Exhibitions NYC,
          Inc.


   99.8     Monthly Operating Report for the Period of November 1, 2018 through
          November 30, 2018 dated December 20, 2018 for Dinosaurs Unearthed
          Corp.

© Edgar Online, source Glimpses

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Managers
NameTitle
Dao Ping Bao Executive Chairman, President, CEO & COO
Jerome Henshall Chief Financial Officer
Douglas Banker Independent Director
Richard Kraniak Independent Director
Sidney Peter Dutchak Director
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