UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
December, 2008
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PEACE ARCH ENTERTAINMENT GROUP INC.
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(Translation of Registrants name into English)
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1867 Yonge Street,
Suite 650, Toronto, Ontario M4S 1Y5
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(Address of principal executive office)
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[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40-F.
Form 20-F
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Form 40-F
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[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
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No
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This Form 6-K shall be incorporated by reference into the Registration Statement on Form S-8 (File No. 333-134552) and any other Registration Statement filed by the Registrant which by its terms automatically incorporates the Registrant's filings and submissions with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________
For Immediate Release
PEACE ARCH
®
ENTERTAINMENT CORPORATE UPDATE
TORONTO
December 4, 2008 -- Peace Arch
®
Entertainment Group Inc. (AMEX:PAE - News) (Toronto: PAE.TO - News), announced today that trading of its shares were temporarily halted this morning on the Toronto Stock Exchange.
The Company previously announced that it will be unable to timely file its annual financial statements for the year ended August 31, 2008 in Canada and related CEO and CFO certifications, management discussion and analysis and Annual Information Form due to managements re-evaluation of the Companys investment in ten movie titles and its participation in their production during fiscal 2006 and possible restatement of its consolidated financial statements for fiscal 2006 and fiscal 2007. In addition, the Company previously stated it has concerns that certain transactions in connection with certain non-owned production companies and sub-distribution agreements may not have been appropriate and may not have been accounted for correctly. The Board has appointed a Special Committee to investigate the Company's involvement with the non-owned production companies and the nature of the sub-distribution agreements.
Pursuant to a Notice of Temporary Order and Hearing issued by the Ontario Securities Commission on December 4, 2008, trading in the Companys shares was halted in Canada for a period of 15 days from the date of the Order. The Company intends to comply with the requirements of the Ontario Securities Commission in connection with its Notice of Temporary Order.
Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements, usually containing the words believe, estimate, project, expect, or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, that the corresponding restatement of the Companys financial statements may change based upon the Audit or Special Committees ongoing analysis, that the Companys ability to file required reports timely with the Securities and Exchange Commission and Canadian securities regulators will be impaired, that potential claims or proceedings may arise relating to such matters, that the Audit or Special Committee in consultation with the Companys independent auditors will determine that the proper accounting differs from the accounting treatment upon which the assumptions and forward looking statements in this release are based and other risks detailed in the Companys periodic report filings with the Securities and Exchange Commission and with the Canadian securities regulators. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
# # #
Contact:
Gerry Noble
Chief Executive Officer
Peace Arch Entertainment Group Inc.
416.783.8383
Email: gnoble@peacearch.com
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, thereunto
duly authorized.
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Peace
Arch Entertainment Group Inc.
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(Registrant)
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Date
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December
4, 2008
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By
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"Mara
Di Pasquale"
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(Signature)*
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Mara
Di Pasquale, Chief Financial Officer
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*Print
the name and title under the signature of the signing officer.
GENERAL
INSTRUCTIONS
A.
Rule
as to Use of Form 6-K,
This
form shall be used by foreign private issuers which are required to furnish
reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of
1934.
B.
Information
and Document required to be Furnished,
Subject
to General Instruction D herein, an issuer furnishing a report on this form
shall furnish whatever information, not required to be furnished on Form 40-F or
previously furnished, such issuer (I) makes or is required to make public
pursuant to the law of the jurisdiction of its domicile or in which it is
incorporated or organized, or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was made public by that
exchange, or (iii) distributes or is required to distribute to its security
holders.
The
information required to be furnished pursuant to (I), (ii) or (iii) above is
that which is material with respect to the issuer and its subsidiaries
concerning: changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in registrant's
certifying accountants; the financial condition and results of operations;
material legal proceedings; changes in securities or in the security for
registered securities; defaults upon senior securities; material increases or
decreases in the amount outstanding of securities or indebtedness; the results
of the submission of matters to a vote of security holders; transactions with
directors, officers or principal security holders; the granting of options or
payment of other compensation to directors or officers; and any other
information which the registrant deems of material importance to security
holders.
This
report is required to be furnished promptly after the material contained in the
report is made public as described above. The information and documents
furnished in this report shall not be deemed to be "filed" for the purpose
of Section 18 of the Act or otherwise subject to the liabilities of that
section.
If
a report furnished on this form incorporates by reference any information not
previously filed with the Commission, such information must be attached as an
exhibit and furnished with the form.
C.
Preparation
and Filing of Report
This
report shall consist of a cover page, the document or report furnished by the
issuer, and a signature page. Eight complete copies of each report on this
form shall be deposited with the Commission. At least one complete copy
shall be filed with each United States stock exchange on which any security of
the registrant is listed and registered under Section 12(b) of the Act. At
least one of the copies deposited with the Commission and one filed with each
such exchange shall be manually signed. Unsigned copies shall be
conformed.
D.
Translations
of Papers and Documents into English
Reference
is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)]. Information required to
be furnished pursuant to General Instruction B in the form of press releases and
all communications or materials distributed directly to security holders of each
class of securities to which any reporting obligation under Section 13(a) or
15(d) of the Act relates shall be in the English language. English
versions or adequate summaries in the English language of such materials may be
furnished in lieu of original English translations.
Notwithstanding
General Instruction B, no other documents or reports, including prospectuses or
offering circulars relating to entirely foreign offerings, need be furnished
unless the issuer otherwise has prepared or caused to be prepared English
translations, English versions or summaries in English thereof. If no such
English translations, versions or summary have been prepared, it will be
sufficient to provide a brief description in English of any such documents or
reports. In no event are copies of original language documents or reports
required to be furnished.
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