UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 11, 2017

 

HELIOS AND MATHESON ANALYTICS INC.

(Exact name of Registrant as specified in charter)

 

Delaware   0-22945   13-3169913
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

Empire State Building

350 5 th Avenue

New York, New York 10118

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212) 979-8228

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
   
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
   
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

  

Item 8.01 Other Events.

 

On December 4, 2017, MoviePass Inc. (“MoviePass”), a majority-owned subsidiary of Helios and Matheson Analytics Inc. (“HMNY”) effective as of December 11, 2017, entered into agreements with Costco Wholesale (“Costco”) and TicketOps Corporation (“Ticket Ops”), which manages the digital delivery of certain products and services on Costco websites, pursuant to which Costco will offer a one-year subscription package for a flat fee. The package deal is available exclusively to Costco members and covers a year of membership for both MoviePass™ and Fandor, the streaming service with the largest collection of independent films, documentaries, international features and shorts. The agreements cover a sale period beginning on December 12, 2017 and ending on December 18, 2017. A copy of the Agreement for Listing Online with Costco between MoviePass and Ticket Ops is attached to this Current Report as Exhibit 99.1.

 

On December 12, 2017, HMNY issued a press release regarding the MoviePass™ and Fandor package deal being offered by Costco. A copy of the press release is attached to this Current Report as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) )    Exhibits

 

Exhibit No.   Description
     
99.1*   Agreement for Listing Online with Costco Between MoviePass Inc. and TicketOps Corporation.
     
99.2*   MoviePassFandor Costco Release

 

* Filed herewith.

 

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SIGNATURE

 

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.

 

Dated: December 11, 2017 HELIOS AND MATHESON ANALYTICS INC.
     
  By: /s/ Theodore Farnsworth
    Theodore Farnsworth,
Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1*   Agreement for Listing Online with Costco Between MoviePass Inc. and TicketOps Corporation.
     
99.2*   MoviePassFandor Costco Release

 

* Filed herewith.

  

 

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Exhibit 99.1

 

AGREEMENT FOR LISTING ONLINE WITH COSTCO

 

BETWEEN:

 

MoviePass, Inc.
(hereinafter referred to as the “Vendor”)

 

- and -

 

TicketOps Corporation
(hereinafter referred to as “TicketOps”)

 

WHEREAS Costco Wholesale (“Costco”) has retained the services of TicketOps Corporation (“TicketOps”) to manage the digital delivery of certain products and services on Costco websites.

 

WHEREAS Vendor has entered into an agreement with Costco regarding the sale of certain product or service SKU’s (the SKU’s) as defined below.

 

WHEREAS Vendor and TicketOps have entered into this Agreement (the “Agreement”) in order to facilitate the placement and sale of the SKU’s on the Costco online shopping carts.

 

NOW THEREFORE in consideration of the mutual covenants and agreements of the parties contained in this Agreement and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by Vendor and TicketOps, the parties agree as follows:

 

Product (s)

 

SKU Description
(as defined on Costco web site)
  Net Price Payable to Vendor   Tax Rate and Name if Applicable   Currency   Total Price Payable to Vendor   Sale Start Date   Sale End Date
Movie Lovers Package – Annual Subscriptions to MoviePass and Fandor   [*]       US   [*]   12/12/17   12/18/17

  

The parties agree that unless Costco has agreed in advance as noted above, no tax will be collected by Costco. The total price listed above will include all applicable taxes. The remittance of all applicable taxes will be the responsibility of the Vendor.

 

 

 

 

Fulfilment

 

Vendor shall be responsible for:

 

Issuing to TicketOps unique PIN codes or unique Barcodes for each SKU (the Codes);
     
Notifying TicketOps if they want TicketOps to supply unique encrypted Codes and in what format, what character length and how they want the Codes to display for redemption and cancellation purposes.
     
Notifying TicketOps if the Vendor is able to redeem Codes from smart phones so that TicketOps can provide the Costco customer with this delivery option.
     
Cancelling all used Codes on the Vendor’s own system or on the TicketOps system when TicketOps supplied Codes are used.
     
Providing to TicketOps all SKU descriptions, graphics and purchase terms and conditions needed for digital delivery.
     
Providing directly to Costco site all SKU descriptions, graphics and purchase terms and conditions needed for the Costco shopping cart.
     
Supplying to TicketOps all required payment instructions.

Vendor Initial ____________ TicketOps Initial ____________

 

TicketOps shall be responsible for:

 

Executing and submitting to Costco all agreements and contracts required by Costco to list the SKU’s online.
     
All liability insurance required by Costco unless further evidence of insurance from the Vendor is required by Costco.
     
Keeping in force all required Commerce Hub accounts and paying all Commerce Hub fees.
     
Ensuring that all Codes are securely maintained.
     
Providing all digital delivery services required for the Costco customer within one minute of order receipt from Commerce Hub.
     
Providing the Vendor with all Code redemption and cancellation services required.
     
Providing the Vendor with all custom integration and reporting required.
     
Providing a call center and support staff to assist both the Vendor and the Costco customer seven days a week.
     
Obtaining final approval from the Vendor prior to listing for sale on the Costco shopping cart.

 

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Ordering and Payment

 

Unless the Vendor is using TicketOps supplied Codes, the Vendor will receive a purchase order from TicketOps and then, within five (5) business days, provide TicketOps with the number of requested Codes. Each SKU can be assigned a unique set of Codes.

 

Payment for all Codes sold by Costco, less any refunds processed by Costco in that same month, will be due to the Vendor by the end of the month following. At the end of the term all unused Codes, where supplied by the Vendor, will be returned to the Vendor for credit.

 

Refunds and Cancellations

 

If a Code is refunded by Costco, TicketOps will email the refunded Codes to the Vendor. If a Code has already been used, the Vendor will have five (5) business days to submit a claim to TicketOps. TicketOps will then submit the claim to Costco and remit payment to the Vendor upon receipt of payment from Costco.

 

Reporting

 

Each Vendor will receive a summary of sales and refunds with the monthly payment. At any time TicketOps can supply the Vendor with further detail or the Vendor can request access to a TicketOps web portal to review all sales and refund data. If the Vendor requires any custom sales or reporting integration this will be discussed and approved in advance by the parties.

 

Term and Termination

 

This Agreement will automatically terminate in the event that Costco terminates sales for any reason whatsoever. The Vendor can terminate sales with upon thirty (30) days written notice to Costco and TicketOps.

 

Confidentiality

 

TicketOps will, and will cause its employees, representatives or agents to, hold in strictest confidence and not use in any manner whatsoever and only disclose to those individuals who have a need to know same, any Confidential Information (as defined below) of the Vendor.

 

“Confidential Information” mean all information, and all documents and other tangible items which record information, whether on paper, in computer readable format or otherwise, relating to the Vendor (including, without limitation, the terms of this Agreement, business plans, way of doing business, business results or prospects), which information is of a confidential nature, and is known or should have been known by TicketOps as being of a confidential nature.

 

Vendor Initial ____________ TicketOps Initial ____________

 

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Miscellaneous

 

(a) Entire Agreement . This Agreement constitutes the entire agreement between the Vendor and TicketOps and contains all of the obligations of the respective parties, whether written or oral. In particular, this Agreement supersedes any prior negotiations, discussions, correspondence or other documents, entered into or exchanged by the parties prior to the date hereof. This Agreement may not be amended or modified in any respect except by written instrument signed by both parties.
   
(b) Nature of Relationship . The relationship between TicketOps and Vendor shall be that of independent parties, and neither TicketOps nor Vendor, shall be, or be deemed to be, partners of, or joint venturers with, one another. Neither party shall have any right to enter into any contract or commitment in the name of the other party, or to incur any obligation for, create any liability for, or bind the other party in any respect whatsoever.
   
(c) Successors and Assigns . This Agreement will ensure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
   
(d) Mutual Indemnification . Both parties agree to defend, indemnify, and hold harmless the other party from and against any and all third party claim, action, lawsuit or damage, costs, losses, penalties or expenses (including reasonable attorney’s fees) arising out of or related to:

a.           A breach or alleged breach of the Agreement;

b.           Gross negligence, will misconduct or fraudulent actions: and

c.           The infringement of the rights of any third party of entity.

 

(e) Notice : All notices provided for by this Agreement may be given or served by delivery by facsimile, electronic mail, by courier or by depositing in the mail, postage pre-paid by registered mail, to the addresses listed below:

Vendor Name : MoviePass, Inc.
Vendor Address : 175 Varick Street, New York, NY 10014
Contact Name : Madison Geery
Tel no : 646-202-0728
E-mail : madison@moviepass.com

 

TicketOps Corporation
Suite 1111, 30 St. Clair Ave W, Toronto, ON M4V 3A1
Contact Name: Ms. Tahra Dennett –Account Manager
Tel no: (866) 363-0656 – ext 24
Fax no: (416) 323-3341
Email:Tahra.dennett@ticketops.com

 

or such other address as the parties may advise in writing.

 

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IN WITNESS WHEREOF the parties have duly executed this Agreement.

 

DATED the 4th day of December, 2017.  
   
/s/ J. Mitchell Lowe  
VENDOR AUTHORIZED SIGNING OFFICER (SIGNATURE)  
   
Mitch Lowe – Chief Executive Officer  
   
/s/ Tahra Dennett  
TICKETOPS AUTHORIZED OFFICER (SIGNATURE)  
Tahra Dennett – ACCOUNT MANAGER  

  

 

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Exhibit 99.2

 

   

 

MoviePass and Fandor Partner with Costco on Movie Lovers Package

 

Limited-Time $89.99 One-Year Subscription

 

Costco Members Can Purchase a Year of Access to Both Services at One Low Price

 

NEW YORK, NY – December 12, 2017 -- MoviePass ™, the nation's premier movie-theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (NASDAQ: HMNY) , and Fandor , the streaming service with the largest collection of independent films, documentaries, international features and shorts, today announced that both companies are partnering with Costco to offer a one-year subscription plan for a flat fee of $89.99. The package deal for both services is available exclusively to Costco members and covers a year of membership for both MoviePass and Fandor.

 

The offer will only be available online at Costco.com for one week, from December 12 to December 18, 2017.

 

Those who sign up for the one year subscriptions will receive digital codes providing instant access to Fandor’s library of over 5,000 films, as well as a year’s worth of the latest and greatest in-theater experiences through MoviePass. The annual subscription for both services is offered exclusively through Costco.com and will be billed as a one-time payment of $89.99 at the time of purchase.

 

MoviePass introduced its $9.95 per month subscription plan in August 2017, as part of a majority acquisition of MoviePass by Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”). Since the roll out of the $9.95 per month plan, MoviePass’ subscriber base has grown to over 600,000 subscribers, delivering on its promise to bring back the joy of the theater-going experience while increasing movie theater attendance across the country.

 

“We’ve long been fans of Fandor’s library of movies and we’re excited to partner with them and Costco to bring new members this incredible limited-time offer,” said Mitch Lowe, CEO of MoviePass. “MoviePass is ultimately about celebrating our love of movies, whether you stream them at home or experience them on the big screen. We feel strongly that our subscription model is a major step forward for the industry, and the increased attendance that we’ve seen as a result of the MoviePass service is an encouraging sign not only for theaters, but for the studios and distributors as well.”

 

Larry Aidem, President and CEO of Fandor, commented that “Fandor is excited about its continuing successful partnership with MoviePass and the resulting benefit to movie lovers. Working with our friends at Costco, Fandor and MoviePass together are offering Co stco customers access to over 5,000 movies available to stream at home plus access to unlimited movies in theaters 365 days a year.”

 

Costco members who purchase the combined deal will receive digital codes that can be used to gain access to each annual subscription. Members will need to enter each code on the respective MoviePass and Fandor websites in order to complete the sign-up process.

 

####

 

 

 

 

About MoviePass

MoviePass, Inc. is a technology company dedicated to enhancing the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass provides film enthusiasts the ability to attend unlimited movies. The service, now accepted at more than 91% of theaters across the United States, is the nation's largest theater network. For more information, visit www.moviepass.com .

 

About Fandor

Fandor streams over 5,000 handpicked, award-winning movies from around the world. With over 500 genres that include Hollywood classics, undiscovered gems, and the latest festival favorites, Fandor provides curated entertainment and original editorial content on desktop, iOS, Android, Roku, Apple TV, Chromecast, Amazon Prime, Sling TV, CenturyLink Stream, and throughout social media. With a rapidly expanding library and innovative partnerships, Fandor’s goal is to captivate and inspire a global community of movie lovers.

 

About Helios and Matheson

Helios and Matheson Analytics Inc. (NASDAQ: HMNY) is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY owns a majority interest in MoviePass Inc., the nation's premier movie-theater subscription service. HMNY’s holdings include RedZone Map™, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY and listed on the Nasdaq Capital Market under the symbol HMNY. For more information, visit us www.hmny.com.

 

Cautionary Statement on Forward-Looking Statements and Other Information in this Press Release

Certain information in this communication contains “forward-looking statements” about HMNY and MoviePass within the meaning of the Private Securities Litigation Reform Act of 1995 or under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”), that may not be based on historical fact, but instead relate to future events. Forward-looking statements are generally identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. Such forward-looking statements include, without limitation, statements regarding MoviePass’ business and prospects (including the benefits of the arrangement with Fandor and Costco described herein). Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

 

Such forward-looking statements are based on a number of assumptions. Although management of HMNY and MoviePass believe that the assumptions made and expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement contained herein will prove to be accurate. Actual results and developments may differ materially and adversely from those expressed or implied by the forward-looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects.

 

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Risk factors and other material information concerning HMNY and MoviePass are described in HMNY’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2017, in HMNY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, in HMNY’s Current Report on Form 8-K filed on November 30, 2017 and other HMNY filings, including subsequent current and periodic reports, information statements and registration statements filed with the SEC. You are cautioned to review such reports and other filings at www.sec.gov .

 

Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on HMNY’s and MoviePass’ current expectations and HMNY does not undertake an obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.

 

In particular, MoviePass’ limited time subscription pricing models (such as described herein) are new. There can be no assurance that a resulting rate of increase in its subscribers from these pricing models will occur, will continue or will be sustained. Moreover, an increase in the number of MoviePass subscribers provides no assurance that the MoviePass business model will lead to profitability.

 

Contacts

HMNY Contact:

The Pollack PR Marketing Group

Stephanie Goldman/Mark Havenner, 212-601-9341

sgoldman@ppmgcorp.com / mhavenner@ppmgcorp.com

or

MoviePass Contact:

LaunchSquad for MoviePass

Gavin Skillman, 212-564-3665

gavin@launchsquad.com

 

 

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