SECURITIES AND EXCHANGE COMMISSION

                                    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):


                           Spice Entertainment Companies, Inc.
             (Exact Name of Registrant as specified in its Charter)


         Delaware                        0-21150           11-2917462
(State or other jurisdiction           (Commission      (IRS Employer of
   of incorporation)                   File Number)     Identification No.)


         536 Broadway, New York, NY                        10012
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)



Registrant's telephone number,
including area code:                                 (212) 941-1434





<PAGE>


Item 5.  Other Events.

         On June 13,  1997,  the  Board  of  Directors  of  Spice  Entertainment
Companies,  Inc.  (the  "Company")  declared a dividend of one right to purchase
preferred stock  ("Right") for each  outstanding  share of the Company's  Common
Stock, par value $.01 per share ("Common  Stock"),  to stockholders of record at
the close of business on June 27, 1997 ("Record Date").  Each Right entitles the
registered  holder  to  purchase  from  the  Company  a unit  consisting  of one
one-hundredth of a share (a "Fractional Share") of Series B Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a purchase
price of $12.50 per  Fractional  Share,  subject to  adjustment  (the  "Purchase
Price").  The  description  and  terms of the  Rights  are set forth in a Rights
Agreement  dated as of June 13, 1997 as it may from time to time be supplemented
or amended  (the  "Rights  Agreement")  between the Company and  American  Stock
Transfer & Trust Company, as Rights Agent.

         Initially, the Rights will be attached to all certificates representing
outstanding shares of Common Stock, and no separate  certificates for the Rights
("Rights  Certificates") will be distributed.  The Rights will separate from the
Common Stock and a "Distribution Date" will occur, with certain exceptions, upon
the  earlier of (i) ten days  following a public  announcement  that a person or
group of affiliated or associated persons (an "Acquiring  Person") has acquired,
or obtained  the right to acquire,  beneficial  ownership  of 15% or more of the
outstanding  shares of Common  Stock  (the  date of the  announcement  being the
"Stock Acquisition  Date"), or (ii) ten business days following the commencement
of a tender offer or exchange offer that would result in a person's  becoming an
Acquiring  Person.  In  certain  circumstances,  the  Distribution  Date  may be
deferred by the Board of Directors.  Certain  inadvertent  acquisitions will not
result in a person's becoming an Acquiring Person if the person promptly divests
itself of sufficient  Common Stock. If at the time of the adoption of the Rights
Agreement,  any  person or group of  affiliated  or  associated  persons  is the
beneficial owner of 15% or more of the outstanding  shares of Common Stock, such
person shall not become an Acquiring  Person unless and until certain  increases
in such person's  beneficial  ownership occur or are deemed to occur.  Until the
Distribution  Date,  (a)  the  Rights  will be  evidenced  by the  Common  Stock
certificates  (together  with a copy of this  Summary of Rights or  bearing  the
notation  referred  to below)  and will be  transferred  with and only with such
Common Stock  certificates,  (b) new Common Stock certificates  issued after the
Record  Date will  contain a  notation  incorporating  the Rights  Agreement  by
reference and (c) the surrender for transfer of any certificate for Common Stock
(with or  without a copy of this  Summary of Rights)  will also  constitute  the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on June 12, 2007,  unless earlier  redeemed
or exchanged by the Company as described below.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution  Date,
the separate Rights  Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the  Distribution  Date will be issued with Rights.
Shares of Common Stock issued after the  Distribution  Date in  connection  with
certain employee benefit plans or upon conversion of certain  securities will be
issued with Rights. Except as otherwise determined by the Board of Directors, no
other shares of Common Stock issued after the  Distribution  Date will be issued
with Rights.

                  In the event (a  "Flip-In  Event")  that a person  becomes  an
Acquiring  Person  (except  pursuant  to a  tender  or  exchange  offer  for all
outstanding  shares of Common  Stock at a price and on terms that a majority  of
the independent  Continuing  Directors (as hereinafter defined) determines to be
fair to and otherwise in the best interests of the Company and its  stockholders
(a "Permitted Offer")), each holder of a Right will thereafter have the right to
receive, upon exercise of such Right, a number of shares of Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a Current Market Price (as defined in the Rights  Agreement)  equal to two times
the exercise price of the Right.  Notwithstanding  the foregoing,  following the
occurrence  of any  Triggering  Event,  all Rights that are,  or (under  certain
circumstances  specified in the Rights Agreement) were, beneficially owned by or
transferred to an Acquiring  Person (or by certain related parties) will be null
and void in the circumstances set forth in the Rights Agreement. However, Rights
are not  exercisable  following  the  occurrence of any Flip-In Event until such
time as the Rights are no longer redeemable by the Company as set forth below.

                  In the event (a "Flip-Over  Event") that, at any time from and
after the time an Acquiring  Person becomes such, (i) the Company is acquired in
a merger or other business  combination  transaction (other than certain mergers
that follow a Permitted  Offer),  or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive,  upon
exercise,  a number of shares of common stock of the acquiring  company having a
Current Market Price equal to two times the exercise price of the Right. Flip-In
Events and Flip-Over Events are collectively referred to as "Triggering Events."

                  The number of outstanding  Rights  associated  with a share of
Common Stock,  or the number of Fractional  Shares of Preferred  Stock  issuable
upon  exercise of a Right and the Purchase  Price,  are subject to adjustment in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of, the Common Stock occurring prior to the Distribution Date.
The Purchase  Price  payable,  and the number of Fractional  Shares of Preferred
Stock or other securities or property issuable,  upon exercise of the Rights are
subject  to  adjustment  from time to time to prevent  dilution  in the event of
certain transactions affecting the Preferred Stock.

                  With certain  exceptions,  no adjustment in the Purchase Price
will be  required  until  cumulative  adjustments  amount  to at least 1% of the
Purchase  Price.  No fractional  shares of Preferred Stock that are not integral
multiples of a Fractional  Share are required to be issued and, in lieu thereof,
an  adjustment  in cash may be made based on the market  price of the  Preferred
Stock the last  trading  date  prior to the date of  exercise.  Pursuant  to the
Rights  Agreement,  the  Company  reserves  the  right to  require  prior to the
occurrence of a Triggering  Event that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be issued.

                  At any time until ten days  following the first date of public
announcement  of the occurrence of a Flip-In  Event,  the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right,  payable, at the
option  of  the  Company,  in  cash,  shares  of  Common  Stock  or  such  other
consideration   as  the  Board  of  Directors  may   determine.   Under  certain
circumstances  set forth in the Rights  Agreement,  the decision to redeem shall
require the concurrence of a majority of the Continuing  Directors.  Immediately
upon  the  effectiveness  of the  action  of the  Board  of  Directors  ordering
redemption  of  the  Rights,  with,  where  required,  the  concurrence  of  the
Continuing  Directors,  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the $.01 redemption price.

                  The term  "Continuing  Director" means any member of the Board
of  Directors  of the  Company,  while  such  Person is a member of the Board of
Directors  of the  Company,  who is not an officer or employee of the Company or
any  Subsidiary  of the  Company  and  who is not  an  Acquiring  Person,  or an
Affiliate or Associate of an Acquiring Person, or a nominee or representative of
an Acquiring  Person or of any such  Affiliate or Associate,  if (i) such Person
was a member of the Board of Directors of the Company prior to the time a Person
becomes an Acquiring  Person or (ii) such  Person's  nomination  for election or
election to the Board of Directors of the Company is  recommended or approved by
a majority of the then Continuing Directors.

                  At any time after the  occurrence of a Flip-In Event and prior
to a  person's  becoming  the  beneficial  owner of 50% or more of the shares of
Common  Stock then  outstanding  or the  occurrence  of a Flip-Over  Event,  the
Company (with the  concurrence  of a majority of the  Continuing  Directors) may
exchange  the Rights  (other  than  Rights  owned by an  Acquiring  Person or an
affiliate or an associate of an Acquiring Person,  which will have become void),
in whole or in part, at an exchange  ratio of one share of Common Stock,  and/or
other  equity  securities  deemed to have the same  value as one share of Common
Stock, per Right, subject to adjustment.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
should not be taxable  to  stockholders  or to the  Company,  stockholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
Company or for the common stock of the  acquiring  company as set forth above or
are exchanged as provided in the preceding paragraph.

                  Other than the redemption  price, any of the provisions of the
Rights  Agreement  may be amended by the Board of  Directors  of the Company (in
certain circumstances, with the concurrence of the Continuing Directors) as long
as the Rights are redeemable. Thereafter, the provisions of the Rights Agreement
other than the  redemption  price may be amended by the Board of  Directors  (in
certain  circumstances,  with the  concurrence of the  Continuing  Directors) in
order to cure any ambiguity,  defect or  inconsistency,  to make changes that do
not materially  adversely  affect the interests of holders of Rights  (excluding
the  interests  of any  Acquiring  Person),  or to shorten or lengthen  any time
period  under the Rights  Agreement;  provided,  however,  that no  amendment to
lengthen the time period governing  redemption shall be made at such time as the
Rights are not redeemable.

(c)      Exhibits:
                                                                        

<TABLE>
<CAPTION>
Item 7.        Financial Statements and Exhibits.                                        
                                                                                             Exhibit
                  Exhibit                                                                    Number
<S>                   <C>                                                                      <C>
Item Ref in 17
CFR 229.601(b)
                   
 (3)(ii)          Bylaws                                                                        3.05

 (4)              Rights Agreement, dated as of June 13, 1997, between Spice                    4.09
                  Entertainment Companies, Inc. and American Stock Transfer & Trust, as
                  Rights Agent which includes as Exhibit A the Form of Certificate of
                  Designations of Series B Junior Participating Preferred Stock of Spice
                  Entertainment Companies, Inc, as Exhibit B the Form of Right
                  Certificate.

(20)              Summary of Right to Purchase Shares Shares of Preferred Stock of Spice       20.01
                  Entertainment Companies, Inc.

</TABLE>


<PAGE>

                                   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.


                                                     SPICE ENTERTAINMENT
                                                     COMPANIES, INC.
     

                                                        By: /s/ Daniel J. Barsky
                                                Senior Vice President, Secretary
                                                             and General Counsel



Dated: June 13, 1997
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT 8-K", "secsgml_size_bytes": 14397}]
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SECURITIES AND EXCHANGE COMMISSION

                                    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):

                           Spice Entertainment Companies, Inc.
             (Exact Name of Registrant as specified in its Charter)

         Delaware                        0-21150           11-2917462
(State or other jurisdiction           (Commission      (IRS Employer of
   of incorporation)                   File Number)     Identification No.)

         536 Broadway, New York, NY                        10012
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number,
including area code:                                 (212) 941-1434
Item 5.  Other Events.

         On June 13,  1997,  the  Board  of  Directors  of  Spice  Entertainment
Companies,  Inc.  (the  "Company")  declared a dividend of one right to purchase
preferred stock  ("Right") for each  outstanding  share of the Company's  Common
Stock, par value $.01 per share ("Common  Stock"),  to stockholders of record at
the close of business on June 27, 1997 ("Record Date").  Each Right entitles the
registered  holder  to  purchase  from  the  Company  a unit  consisting  of one
one-hundredth of a share (a "Fractional Share") of Series B Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a purchase
price of $12.50 per  Fractional  Share,  subject to  adjustment  (the  "Purchase
Price").  The  description  and  terms of the  Rights  are set forth in a Rights
Agreement  dated as of June 13, 1997 as it may from time to time be supplemented
or amended  (the  "Rights  Agreement")  between the Company and  American  Stock
Transfer & Trust Company, as Rights Agent.

         Initially, the Rights will be attached to all certificates representing
outstanding shares of Common Stock, and no separate  certificates for the Rights
("Rights  Certificates") will be distributed.  The Rights will separate from the
Common Stock and a "Distribution Date" will occur, with certain exceptions, upon
the  earlier of (i) ten days  following a public  announcement  that a person or
group of affiliated or associated persons (an "Acquiring  Person") has acquired,
or obtained  the right to acquire,  beneficial  ownership  of 15% or more of the
outstanding  shares of Common  Stock  (the  date of the  announcement  being the
"Stock Acquisition  Date"), or (ii) ten business days following the commencement
of a tender offer or exchange offer that would result in a person's  becoming an
Acquiring  Person.  In  certain  circumstances,  the  Distribution  Date  may be
deferred by the Board of Directors.  Certain  inadvertent  acquisitions will not
result in a person's becoming an Acquiring Person if the person promptly divests
itself of sufficient  Common Stock. If at the time of the adoption of the Rights
Agreement,  any  person or group of  affiliated  or  associated  persons  is the
beneficial owner of 15% or more of the outstanding  shares of Common Stock, such
person shall not become an Acquiring  Person unless and until certain  increases
in such person's  beneficial  ownership occur or are deemed to occur.  Until the
Distribution  Date,  (a)  the  Rights  will be  evidenced  by the  Common  Stock
certificates  (together  with a copy of this  Summary of Rights or  bearing  the
notation  referred  to below)  and will be  transferred  with and only with such
Common Stock  certificates,  (b) new Common Stock certificates  issued after the
Record  Date will  contain a  notation  incorporating  the Rights  Agreement  by
reference and (c) the surrender for transfer of any certificate for Common Stock
(with or  without a copy of this  Summary of Rights)  will also  constitute  the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on June 12, 2007,  unless earlier  redeemed
or exchanged by the Company as described below.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution  Date,
the separate Rights  Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the  Distribution  Date will be issued with Rights.
Shares of Common Stock issued after the  Distribution  Date in  connection  with
certain employee benefit plans or upon conversion of certain  securities will be
issued with Rights. Except as otherwise determined by the Board of Directors, no
other shares of Common Stock issued after the  Distribution  Date will be issued
with Rights.

                  In the event (a  "Flip-In  Event")  that a person  becomes  an
Acquiring  Person  (except  pursuant  to a  tender  or  exchange  offer  for all
outstanding  shares of Common  Stock at a price and on terms that a majority  of
the independent  Continuing  Directors (as hereinafter defined) determines to be
fair to and otherwise in the best interests of the Company and its  stockholders
(a "Permitted Offer")), each holder of a Right will thereafter have the right to
receive, upon exercise of such Right, a number of shares of Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a Current Market Price (as defined in the Rights  Agreement)  equal to two times
the exercise price of the Right.  Notwithstanding  the foregoing,  following the
occurrence  of any  Triggering  Event,  all Rights that are,  or (under  certain
circumstances  specified in the Rights Agreement) were, beneficially owned by or
transferred to an Acquiring  Person (or by certain related parties) will be null
and void in the circumstances set forth in the Rights Agreement. However, Rights
are not  exercisable  following  the  occurrence of any Flip-In Event until such
time as the Rights are no longer redeemable by the Company as set forth below.

                  In the event (a "Flip-Over  Event") that, at any time from and
after the time an Acquiring  Person becomes such, (i) the Company is acquired in
a merger or other business  combination  transaction (other than certain mergers
that follow a Permitted  Offer),  or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive,  upon
exercise,  a number of shares of common stock of the acquiring  company having a
Current Market Price equal to two times the exercise price of the Right. Flip-In
Events and Flip-Over Events are collectively referred to as "Triggering Events."

                  The number of outstanding  Rights  associated  with a share of
Common Stock,  or the number of Fractional  Shares of Preferred  Stock  issuable
upon  exercise of a Right and the Purchase  Price,  are subject to adjustment in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of, the Common Stock occurring prior to the Distribution Date.
The Purchase  Price  payable,  and the number of Fractional  Shares of Preferred
Stock or other securities or property issuable,  upon exercise of the Rights are
subject  to  adjustment  from time to time to prevent  dilution  in the event of
certain transactions affecting the Preferred Stock.

                  With certain  exceptions,  no adjustment in the Purchase Price
will be  required  until  cumulative  adjustments  amount  to at least 1% of the
Purchase  Price.  No fractional  shares of Preferred Stock that are not integral
multiples of a Fractional  Share are required to be issued and, in lieu thereof,
an  adjustment  in cash may be made based on the market  price of the  Preferred
Stock the last  trading  date  prior to the date of  exercise.  Pursuant  to the
Rights  Agreement,  the  Company  reserves  the  right to  require  prior to the
occurrence of a Triggering  Event that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be issued.

                  At any time until ten days  following the first date of public
announcement  of the occurrence of a Flip-In  Event,  the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right,  payable, at the
option  of  the  Company,  in  cash,  shares  of  Common  Stock  or  such  other
consideration   as  the  Board  of  Directors  may   determine.   Under  certain
circumstances  set forth in the Rights  Agreement,  the decision to redeem shall
require the concurrence of a majority of the Continuing  Directors.  Immediately
upon  the  effectiveness  of the  action  of the  Board  of  Directors  ordering
redemption  of  the  Rights,  with,  where  required,  the  concurrence  of  the
Continuing  Directors,  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the $.01 redemption price.

                  The term  "Continuing  Director" means any member of the Board
of  Directors  of the  Company,  while  such  Person is a member of the Board of
Directors  of the  Company,  who is not an officer or employee of the Company or
any  Subsidiary  of the  Company  and  who is not  an  Acquiring  Person,  or an
Affiliate or Associate of an Acquiring Person, or a nominee or representative of
an Acquiring  Person or of any such  Affiliate or Associate,  if (i) such Person
was a member of the Board of Directors of the Company prior to the time a Person
becomes an Acquiring  Person or (ii) such  Person's  nomination  for election or
election to the Board of Directors of the Company is  recommended or approved by
a majority of the then Continuing Directors.

                  At any time after the  occurrence of a Flip-In Event and prior
to a  person's  becoming  the  beneficial  owner of 50% or more of the shares of
Common  Stock then  outstanding  or the  occurrence  of a Flip-Over  Event,  the
Company (with the  concurrence  of a majority of the  Continuing  Directors) may
exchange  the Rights  (other  than  Rights  owned by an  Acquiring  Person or an
affiliate or an associate of an Acquiring Person,  which will have become void),
in whole or in part, at an exchange  ratio of one share of Common Stock,  and/or
other  equity  securities  deemed to have the same  value as one share of Common
Stock, per Right, subject to adjustment.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
should not be taxable  to  stockholders  or to the  Company,  stockholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
Company or for the common stock of the  acquiring  company as set forth above or
are exchanged as provided in the preceding paragraph.

                  Other than the redemption  price, any of the provisions of the
Rights  Agreement  may be amended by the Board of  Directors  of the Company (in
certain circumstances, with the concurrence of the Continuing Directors) as long
as the Rights are redeemable. Thereafter, the provisions of the Rights Agreement
other than the  redemption  price may be amended by the Board of  Directors  (in
certain  circumstances,  with the  concurrence of the  Continuing  Directors) in
order to cure any ambiguity,  defect or  inconsistency,  to make changes that do
not materially  adversely  affect the interests of holders of Rights  (excluding
the  interests  of any  Acquiring  Person),  or to shorten or lengthen  any time
period  under the Rights  Agreement;  provided,  however,  that no  amendment to
lengthen the time period governing  redemption shall be made at such time as the
Rights are not redeemable.

(c)      Exhibits:
Item 7.        Financial Statements and Exhibits.                                        
                                                                                             Exhibit
                  Exhibit                                                                    Number
Item Ref in 17
CFR 229.601(b)
                   
 (3)(ii)          Bylaws                                                                        3.05

 (4)              Rights Agreement, dated as of June 13, 1997, between Spice                    4.09
                  Entertainment Companies, Inc. and American Stock Transfer & Trust, as
                  Rights Agent which includes as Exhibit A the Form of Certificate of
                  Designations of Series B Junior Participating Preferred Stock of Spice
                  Entertainment Companies, Inc, as Exhibit B the Form of Right
                  Certificate.

(20)              Summary of Right to Purchase Shares Shares of Preferred Stock of Spice       20.01
                  Entertainment Companies, Inc.
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.

                                                     SPICE ENTERTAINMENT
                                                     COMPANIES, INC.
     

                                                        By: /s/ Daniel J. Barsky
                                                Senior Vice President, Secretary
                                                             and General Counsel

Dated: June 13, 1997