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): April 6, 2010 (March 31,
2010)
SouthPeak Interactive Corporation
|
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
000-51869
|
20-3290391
|
||
(State
or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2900
Polo Parkway
Midlothian,
Virginia 23113
|
(Address
of principal executive offices) (Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (804) 378-5100
(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 (See General
Instruction A.2. below):
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
1.01 Entry into a Material Definitive Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets
Item
3.02 Unregistered Sales of Equity Securities.
On March
31, 2010, SouthPeak Interactive Corporation, a Delaware corporation
(“SouthPeak”) entered into a Purchase Agreement (the “Purchase Agreement”) with
Intermezzo Establishment (“Intermezzo”) and Paragon Investment Fund (“Paragon”)
pursuant to which, SouthPeak acquired:
|
·
|
all
of the outstanding shares of stock of IRP GmbH (“IRP”);
and
|
|
·
|
a
commitment from Paragon and Intermezzo to assign to SouthPeak, at its
request, any videogame distribution or development contracts and
intellectual property rights related to videogames obtained from CDV
Software Entertainment AG and its affiliates that revert to Paragon,
Intermezzo or any of their
affiliates.
|
IRP’s
sole asset is a videogame development contract.
As a
condition of any assignment of videogame distribution or development contracts
or intellectual property rights, SouthPeak shall reimburse any development funds
which Paragon or Intermezzo advanced and assume responsibility for meeting
future obligations associated with any related videogames.
SouthPeak
purchased the shares of IRP and the commitment for future assignments from
Intermezzo and Paragon in exchange for 10,000,000 shares of SouthPeak common
stock, par value $.0001 (the “Common Stock), $1,200,000 in cash paid over the
next eight months and payment of 10% of the net receipts (as defined in the
Purchase Agreement) from sales of the IRP videogame. In addition, SouthPeak
granted Intermezzo and Paragon certain customary piggyback registration rights
with respect to the shares of common stock issued to them.
In
addition, on March 31, 2010, pursuant to a Sale and Assignment Agreement between
SouthPeak and Intermezzo, SouthPeak acquired from Intermezzo a
repayment claim against CDV Finance Schweiz, AG, of €3,700,000, plus interest
accrued thereon after March 31, 2010 (the “Repayment Claim”).The Repayment Claim
is a part of a larger claim held by Intermezzo against CDV Finance Schweiz, AG,
represented by a promissory note in the principal amount of approximately
€4,385,000 (the “Note”). CDV Software Entertainment AG, has assumed joint and
several liability to pay the Note, including the Repayment Claim. In exchange
for the assignment of the Repayment Claim, SouthPeak shall pay to Intermezzo
approximately $500,000 in cash over the next eight months.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective
April 1, 2010, the Board of Directors of SouthPeak appointed Reba McDermott to
serve as SouthPeak’s Chief Financial Officer. Ms. McDermott has served as
SouthPeak’s interim Chief Accounting Officer since August 2009, as set forth in
the Current Report on Form 8-K filed, by SouthPeak with the Securities and
Exchange Commission on August 20, 2009.
Also
effective April 1, 2010, Melanie Mroz ceased serving as SouthPeak’s interim
Chief Financial Officer. Ms. Mroz will continue to serve SouthPeak in her
capacity as its President and Chief executive Officer.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
April 6, 2010
SouthPeak
Interactive Corporation
|
||
By:
|
/s/
Melanie Mroz
|
|
Melanie
Mroz, Chief Executive
Officer
|