Attached files
| file | filename |
|---|---|
| EX-99.2 - HIPCRICKET, INC. | ex99-2.htm |
| EX-99.1 - HIPCRICKET, INC. | ex99-1.htm |
| EX-99.3 - HIPCRICKET, INC. | ex99-3.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549-1004
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) January 7, 2009
MODAVOX,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
STATE OF DELAWARE
|
333-57818
|
20-0122076
|
|
(State
or other jurisdiction of
Incorporation
or Organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
1900
W University Dr, Suite 231
Tempe, AZ 85281
|
85281-3291
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (480) 553
5795
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 31, 2009, Modavox, Inc. (the “Company” or “Modavox”) entered into to a
binding letter of intent with World Talk Radio, LLC (“WTR”), an Arizona Limited
Liability Company, regarding the disposition of certain assets and liabilities
related to the Voice America Networks based in Tempe, AZ (the “Binding Letter of
Intent” and the “Transaction”). The body of the Binding Letter of Intent is
furnished as Exhibit 99.1, which document contains the material business terms
related to the Transaction.
Pursuant
to the Binding Letter of Intent, the Company and WTR agreed to furnish and
execute definitive agreements further memorializing the transaction within ten
(10) business days following execution of the Binding Letter of
Intent.
The
Transaction will transfer the business operations of the Company’s Internet
Radio division to WTR, owned and operated by VoiceAmerica co-founder and ten
year veteran Jeff Spenard, former President of Internet Radio and former Board
Member of the Company. WTR will continue business operations with the
support of the Company to ensure uninterrupted service to all clients throughout
the transition.
As a
result of the Transaction, the Company will realize immediate reduction in net
expenses, enabling Company management to focus available resources on the
recently announced corporate strategy that includes an expanded IP licensing
structure as well as supporting the development and commercialization of
Marketing Driven Technologies. Furthermore, as part of the strategy to
streamline operations and to create non-encumbered revenues to support growth
businesses, the Company will receive a perpetual royalty as a percentage of
gross revenue generated by WTR, as described in the attached Binding Letter of
Intent, for as long as the new entity provides Internet radio
services.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 6, 2010, Mr. Jeffery Spenard resigned as an Officer and Director of the
Company. His letter of resignation is furnished as Exhibit 99.2 to
this Form 8-K. In this letter, Mr. Spenard states that he has
resigned in conjunction with the Transaction described in the Binding Letter of
Intent between WTR and Modavox, in order to pursue the WTR business opportunity
with the support of the Company.
Mr.
Spenard was the co-founder of VoiceAmerica and led the acquisition of World Talk
Radio in early 2007. Over the course of his ten-year tenure with the business,
he served as Executive Producer, Network Director, VP of Sales, and most
recently as Internet Radio President.
Item
8.01 Other Events.
On
January 7, 2010, the Company issued a press release describing the Binding
Letter of Intent between the Company and World Talk Radio, LLC, an Arizona
Limited Liability Company. A copy of this press release is furnished below
in this form 8-K as Exhibit 99.3. The press release articulates the
business justification for the transaction described in the Binding Letter of
Intent and illustrates Modavox’s previously stated objective of focusing core
business resources on the Company’s Mobile Marketing, Video Content Delivery and
Ad Serving product lines.
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About
Modavox
Modavox,
Inc. provides Internet applications and services based upon Marketing-driven
technology platforms that enhance the delivery of marketing communications
through intelligent distribution to all Internet-enabled devices. In
2009, Modavox initiated a comprehensive business growth strategy aimed at fully
leveraging the value of its technology and patent portfolio by accelerating the
advanced development of technology platforms that apply the most valuable
aspects of Modavox’s patents. In addition to the continued operation of BoomBox™
Radio – the largest Internet-based Talk Radio network that has been broadcasting
uninterrupted since 1997 – Modavox now manages three newly defined operating
divisions in the high growth markets of mobile marketing (AD LIFE™), video
content delivery (AD BOOM™) and ad network provisioning (AD SERVE™). These three
divisions, together with patents foundational to targeted Web-based
communications, will enable Modavox to pioneer a new era in marketing and new
media communications with Internet applications and services for targeted
consumers and communities worldwide. For more information,
please visit www.modavox.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 hereunto
duly authorized.
|
MODAVOX,
INC.
(Registrant)
|
|||
|
Date:
January 7, 2009
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By:
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/s/ MARK SEVERINI
|
|
|
(Mark
Severini, Chief Executive Officer)
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|||
EXHIBIT
INDEX
|
Exhibits
|
Description
|
Method
of Filing
|
||
|
Exhibit
99.1
Exhibit
99.2
Exhibit
99.3
|
Binding
Letter of Intent
Letter
of Resignation by Mr. Jeffery Spenard
Press
Release Dated January 7, 2010
|
Attached
as Exhibit
Attached
as Exhibit
Attached
as Exhibit
|
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