Attached files
| file | filename |
|---|---|
| EX-10.3 - IndiePub Entertainment, Inc. | v198522_ex10-3.htm |
| EX-10.2 - IndiePub Entertainment, Inc. | v198522_ex10-2.htm |
| EX-10.1 - IndiePub Entertainment, Inc. | v198522_ex10-1.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): October 1, 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 400
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment to Factoring
Agreement
On
October 1, 2010, Zoo Publishing, Inc. (“Zoo Publishing”), a wholly-owned
subsidiary of Zoo Games, Inc. (“Zoo Games”), a wholly-owned subsidiary of Zoo
Entertainment, Inc. (the “Company”), entered into a Second Amendment to
Factoring and Security Agreement (the “WCS Amendment”) with Working Capital
Solutions, Inc. (“WCS”). The WCS Amendment amended that certain
Factoring and Security Agreement (the “Factoring Agreement”), dated September 9,
2009 and effective as of September 29, 2009, as amended on April 1, 2010,
pursuant to which WCS agreed to utilize existing Zoo Publishing accounts
receivable in order to provide working capital to fund all aspects of Zoo
Publishing’s business operations, as previously disclosed in those Current
Reports on Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on October 2, 2009 and on April 7, 2010, which is incorporated
herein by reference. Pursuant to the WCS Amendment, the parties
amended the Factoring Agreement to, among other things: (i) increase the maximum
amount of funds available pursuant to the facility to $8,000,000; and
(ii) extend its term to a period initially ending on September 30, 2012, subject
to automatic renewal for successive one year periods unless Zoo Publishing
terminates the Factoring Agreement with written notice 90 days prior to the next
anniversary of the date of the Factoring Agreement,
or unless Zoo Publishing terminates the Factoring
Agreement on a date other than an anniversary date with 30 days prior written
notice. The foregoing description of the WCS Amendment does not purport to be
complete and is qualified in its entirety by reference to the WCS Amendment, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Amendments to Fee
Letters
On
October 1, 2010, the Company entered into an Amended and Restated Letter
Agreement with each of Mark Seremet, the President, Chief Executive Officer and
a director of the Company, and David Rosenbaum, President of Zoo Publishing,
Inc. (the “Fee Letters”), which amended and restated each of those letter
agreements, dated as of May 12, 2009, as amended on each of August 31, 2009 and
November 20, 2009, pursuant to which, in consideration of each of Messrs.
Seremet and Rosenbaum entering into guarantees with each of: (i) Wells Fargo
Bank, National Association in connection with the Company’s purchase order
financing; (ii) Solutions 2 Go, Inc. to guaranty the payment of all indebtedness
of the Company and its affiliates in connection with that certain Advance
Agreement with Solutions 2 Go, Inc. and Solutions 2 Go, LLC; and (iii) WCS in
connection with the Company’s accounts receivable financing, the
Company agreed to provide certain compensation to Messrs. Seremet and Rosenbaum,
as previously disclosed in those Current Reports on Form 8-K filed with the
Commission on May 18, 2009 and September 4, 2009 and November 27,
2009.
Pursuant
to the Fee Letters, the Company agreed to compensate each of Messrs. Seremet and
Rosenbaum $10,000 per month and $7,000 per month, respectively, in consideration
for each of their guarantees under the Company’s purchase order financing with
Wells Fargo Bank, National Association, for so long as such guarantees and loan
remain in full force and effect. In addition, the Fee Letters provide
that the Company shall compensate each of Messrs. Seremet and Rosenbaum in
consideration for each of their guarantees of the increased indebtedness
incurred by the Company under the WCS Factoring Agreement, for so long as such
guarantees and loan remain in full force and effect, $25,000 on each of: October
1, 2010, January 1, 2011, April 1, 2011 and July 1, 2011. The
foregoing description of the Fee Letters does not purport to be complete and is
qualified in its entirety by reference to the Fee Letters, copies of which are
attached hereto as Exhibits 10.2 and 10.3 and which are 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.
(e) The
information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference and made a part hereof.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
|
Number
|
Description
|
|
|
10.1
|
Second
Amendment to Factoring and Security Agreement, by and between Zoo
Publishing, Inc. and Working Capital Solutions, Inc., dated October 1,
2010.
|
|
|
10.2
|
Amended
and Restated Letter Agreement, by and between Zoo Entertainment, Inc. and
Mark Seremet, dated October 1, 2010.
|
|
|
10.3
|
Amended
and Restated Letter Agreement, by and between Zoo Entertainment, Inc. and
David Rosenbaum, dated October 1,
2010
|
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:
October 7, 2010
| ZOO ENTERTAINMENT, INC. | |||
| By: | /s/ David Fremed | ||
| Name: | David Fremed | ||
| Title: | Chief Financial Officer | ||