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): December 7, 2010
ECLIPS
MEDIA TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25097
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65-0783722
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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110 Greene Street, Suite
403, New York, New York 10012
(Address
of principal executive offices) (zip code)
(212)
851-6425
(Registrant's
telephone number, including area code)
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
1
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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The
information provided under Item 2.01 below, where applicable, is
incorporated under this Item 1.01
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Item
1.02
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Termination
of a Material Definitive Agreement.
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The
information provided under Item 2.01 below, where applicable, is
incorporated under this Item 1.02.
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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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On
December 7, 2010, we entered into a Spinoff Agreement (the “Agreement”) pursuant
to which we agreed to spinoff our wholly-owned subsidiary SD Acquisition Corp.
(“SD”) to Brand Interaction Group, LLC, a New Jersey limited liability
company (“BIG”) and our former Chief Executive Officer, Eric Simon
(“Simon”). Certain of the Company’s noteholders and investors are
also parties to the Agreement.
Under the
terms of the Agreement, the Company, BIG and Simon agreed to unwind certain
transactions entered during 2010 as more fully described in the Company’s
Current Report on Form 8-K dated June 24, 2010, including the cancellation of
30,000,000 shares of the Company’s common stock previously issued to BIG and
Simon, in exchange for the transfer to BIG of 100% of the issed and outstanding
capital stock of SD, after which transfer SD shall no longer be a subsidiary of
the Company. Under the Agreement BIG is obligated to make certain
payments directly to certain of the Company’s noteholders in order to retire, or
reduce, on a dollar for dollar basis, amounts due and payable by the Company to
such noteholders.
The
Agreement terminated the Asset Purchase Agreement entered into between the
Company and BIG on June 21, 2010, as well as the Employment Agreement between
the Company and Simon executed on the same date and other than the obligation to
repay outstanding Noteholder indebtedeness the parties have exchanged releases
with respect to the prior agreements.
On
December 13, 2010, the Company’s Consulting Agreement (the “Consulting
Agreement”) with Colonial Ventures, LLC (the “Consultant”) was amended by
cancelling certain unvested shares issued to or on behalf of the Consultant as
compensation. As a result 5,000,000 shares of the Company’s
common stock have been returned to authorized but unissued
shares.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ECLIPS
MEDIA TECHNOLOGIES, INC.
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Dated: December
13, 2010
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By:
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/s/Glenn
Kesner
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