Attached files
| file | filename |
|---|---|
| EX-10.1 - IndiePub Entertainment, Inc. | v174889_ex10-1.htm |
| EX-10.3 - IndiePub Entertainment, Inc. | v174889_ex10-3.htm |
| EX-10.2 - IndiePub Entertainment, Inc. | v174889_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 11, 2010
ZOO
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-124829
|
71-1033391
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
3805
Edwards Road, Suite 605
Cincinnati,
OH 45209
(Address
of principal executive offices
including zip code)
(513)
824-8297
(Former
name or former address, if changed since last report)
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))
ITEM 3.02 UNREGISTERED SALES OF
EQUITY SECURITIES.
The
information contained in Item 5.02 of this Current Report on Form 8-K with
respect to the issuance of the shares of restricted stock and options is
incorporated herein by reference.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(c) On
February 11, 2010, the board of directors of Zoo Entertainment, Inc. (the
“Company”) appointed Steve Buchanan as the Chief Operating Officer of Zoo
Publishing, Inc. (“Zoo Publishing”), a wholly-owned subsidiary of Zoo Games,
Inc., a wholly-owned subsidiary of the Company.
Mr.
Buchanan, age 50, has served as a consultant in various capacities at Zoo
Publishing since March 2009. Mr. Buchanan has held various executive titles at
Jack of All Games, a video game distribution company, including, Executive Vice
President of Sales and Marketing and President from 1999 to 2009. At
various times between 1992 and 1999, he served as District Sales Manager,
Eastern Zone Sales Manager and National Sales Director of Sega of America, a
video game publisher. Mr. Buchanan also served as a Buyer Merchandiser,
specializing in video games, at Meijer, a Michigan based hypermarket, from 1981
to 1992.
There are
no arrangements or understandings between Mr. Buchanan and any other person
pursuant to which he was appointed as Chief Operating Officer of Zoo Publishing,
Inc. Mr. Buchanan does not have family relations with any directors
or executive officers of the Company. There are no transactions to
which the Company is a party and in which Mr. Buchanan has a material interest
that are required to be disclosed under Item 404(a), as modified by Item
404(d)(1) of Regulation S-K.
Zoo
Publishing entered into an employment agreement, effective February 15, 2010,
with Mr. Buchanan pursuant to which he became Chief Operating Officer of Zoo
Publishing. The employment agreement expires on February 15, 2012 and
provides for an annual base salary of $350,000. Mr. Buchanan is also
eligible to receive a bonus at the discretion of the board of
directors. The employment agreement may be terminated due to death,
disability or by Zoo Publishing with or without cause (as defined in the
employment agreement). In the event the employment agreement is terminated due
to death or disability, Mr. Buchanan’s or his legal representatives, as
applicable, will be entitled to any earned but unpaid base salary as of the
termination date, plus any accrued paid vacation days and unreimbursed business
expenses. In the event the employment agreement is terminated with
cause, Mr. Buchanan will be entitled to receive his earned but unpaid base
salary through the date of termination, plus any unreimbursed business
expenses. In the event the employment agreement is terminated without
cause, Mr. Buchanan will be entitled to any earned but unpaid base salary as of
the termination date, any accrued paid vacation days and unreimbursed business
expenses, and severance payments equal to an aggregate of 52 weeks of base
salary. Pursuant to the employment agreement, Mr. Buchanan also
agreed not to engage in activities competitive with the Company’s business
during his employment and for a period of one year following the termination of
his employment agreement. The foregoing description
of the employment agreement does not purport to be complete and is qualified in
its entirety by reference to the employment agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
On
February 11, 2010, the board of directors also appointed Jay Wolf, currently a
director and Secretary of the Company, as Chairman of the board of
directors.
(e) Subject
to the effectiveness (the “Effective Date”) of those certain amendments to the
Company’s Certificate of Incorporation authorizing an increase in the number of
authorized shares of the Company’s common stock, par value $0.001 per
share, from 250,000,000 shares to 3,500,000,000 shares and effecting a
reverse stock split at a ratio of one for 600 shares of common stock (the
“Charter Amendments”), on February 11, 2010, the Company issued an aggregate
of 168,662,400 shares of restricted common stock and options to
purchase 756,550,200 shares of common stock to various employees, directors
and consultants, outside of the Company’s 2007 Employee, Director and Consultant
Stock Plan, as set forth below.
The
Company issued options to purchase 202,581,600 shares of common stock to each of
Mark Seremet, a director, Chief Executive Officer and President of the Company,
and David Rosenbaum, President of Zoo Publishing, Inc., in consideration for
their continued personal guarantees of the payment and performance by the
Company of certain obligations in connection with a previously entered into
purchase order financing, pursuant to Fee Letters entered into between the
Company and each of Messrs. Seremet and Rosenbaum, dated as of May 12,2009,
as amended on August 31, 2009 and November 20, 2009. The options have
an exercise price of $0.0025 per share and vest as follows: commencing as of the
Effective Date, 72% vest immediately, 14% on May 12, 2010 and 14% vest on May
12, 2011.
The
Company issued to Jay Wolf, a director and Secretary of the Company, 159,510,000
shares of restricted common stock in consideration for Mr. Wolf agreeing to
serve as Chairman of the board of directors, and options to purchase 21,847,800
shares of common stock in consideration for his services as a director of the
Company. The options have an exercise price of $0.0041 per share and
vest as follows: commencing as of the
Effective Date, 25% vest immediately, and 25% vest on each of the first, second
and third anniversaries of the date of grant.
In
consideration for agreeing to serve as Chief Operating Officer of Zoo
Publishing, the Company also issued to Steve Buchanan options to purchase
105,597,600 shares of common stock. The options have an exercise
price of $0.0041 per share and commencing as of the
Effective Date, 25% vest on each of the first, second, third and fourth
anniversaries of the date of grant.
Additionally, the Company
issued to David Fremed, Chief Financial Officer of the Company, options to
purchase 36,412,800 shares of common stock in consideration for his services as
Chief Financial Officer. The options have an exercise price of
$0.0041 per share and vest as follows: commencing as of the Effective
Date, 70% vest immediately, and 15% vest on each of the first and second
anniversaries of the date of grant. Effective February 15, 2010, Zoo Games, Inc.
also entered into Amendment Number Two to the June 4, 2007 David Fremed
Employment Agreement (the “Amended Employment Agreement”) with Mr. Fremed, which
amended his original employment agreement, dated June 4, 2007, as amended on
August 8, 2008 (the “Original Employment Agreement”), pursuant to which he
became Chief Financial Officer. The term of the Amended Employment Agreement is
for two years, at an annual base salary of $335,000. He is also
eligible to receive a bonus at the discretion of the board of
directors. The material terms of the Original Employment Agreement
were disclosed in that Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 18, 2008, which are incorporated by reference
herein. The foregoing description of the Amended Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Amended Employment Agreement, a copy of which is attached hereto as Exhibit
10.2 and incorporated by reference herein.
In
consideration for their services as directors, the Company issued options to
purchase 12,744,600 shares, 7,282,800 shares, 7,282,800 shares, 12,744,600
shares and 15,293,400 shares, respectively, to each of Drew Larner, David Smith,
Moritz Seidel, John Bendheim and Barry Regenstein. The options have
an exercise price of $0.0041 per share and vest as follows: commencing as of the
Effective Date, 25% vest immediately, and 25% vest on each of the first, second
and third anniversaries of the date of grant. The Company
issued 2,743,800 shares, 1,829,400 shares and 4,573,200 shares, respectively, of
restricted common stock to each of Drew Larner, John Bendheim and
Barry Regenstein in consideration for each of them serving as a member of the
Company’s compensation committee.
Additionally,
the Company issued options to purchase an aggregate of 132,180,600 shares of
common stock to various employees of the Company in consideration for their
services, at an exercise price of $0.0041 per share and with the vesting
schedule as set forth in each option holder’s respective option
agreement.
The
issuances of all of the shares of restricted stock and options described above
are conditioned upon, and cannot vest prior to, the effectiveness of the filing
of the Charter Amendments, and in the event the Charter Amendments are not filed
prior to September 1, 2010, the shares of restricted stock and options shall be
deemed immediately canceled.
Effective
February 11, 2010, the Company’s board of directors approved and adopted the
Second Amendment (the “Second Amendment”) to the Company’s 2007 Employee,
Director and Consultant Stock Plan, as amended (the “Stock
Plan”). The Second Amendment was adopted in order to modify the
number of shares of common stock issuable pursuant to the Stock Plan from
4,000,000 shares to 1,208,409 shares, after giving effect to the Charter
Amendments, and to modify the maximum number of shares with respect to which
stock rights may be granted to any participant in any fiscal year under the
Stock Plan from 750,000 shares to 300,000 shares, after giving effect to the
Charter Amendments. All other terms of the Stock Plan remain in full
force and effect. The board of directors intend to submit the Second Amendment
to the Company’s stockholders for approval. The foregoing description
of the Second Amendment does not purport to be complete and is qualified in its
entirety by reference to the Second Amendment, a copy of which is attached
hereto as Exhibit 10.3 and incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
|
Number
|
Description
|
|
|
10.1
|
Employment
Agreement, by and between Zoo Publishing, Inc. and Steve Buchanan,
effective as of February 15, 2010.
|
|
|
10.2
|
Amendment
Number Two to the June 4, 2007 David Fremed Employment Agreement, by and
between Zoo Games, Inc. and David Fremed, effective as of February 15,
2010.
|
|
|
10.3
|
Amendment
No. 2 to the 2007 Employee, Director and Consultant Stock
Plan.
|
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.
Date: February 18, 2010
| ZOO ENTERTAINMENT, INC. | |||
|
|
By:
|
/s/ David Fremed | |
| Name: | David Fremed | ||
| Title: | Chief Financial Officer | ||