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): July 28, 2011
ONSTREAM MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 000-22849 | 65-0420146 |
| (Commission File Number) | (IRS Employer Identification Number) |
1291 SW 29 Avenue, Pompano Beach, Florida 33069
(Address of executive offices and Zip Code)
(954) 917-6655
(Registrant's Telephone Number, Including Area Code)
______________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to 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 CRF 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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On July 28, 2011, we recorded the issuance of 300,000 unregistered shares of common stock for financial consulting and advisory services, although 165,000 of these shares have not yet been earned and would be recoverable by us in the event of our termination of the related contract on or before March 12, 2012. Assuming all services are provided as agreed and the contract is not terminated, the issuance of these 300,000 shares would result in professional fees expense of approximately $315,000, based on the market value of an ONSM common share at the time of issuance, such expense recognized over the service period of one year. None of these shares were issued to our directors or officers.
All of the above securities were issued without being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom as provided by Section 4(2) of the Securities Act of 1933, for securities issued in private transactions to accredited investors.
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.
|
ONSTREAM MEDIA CORPORATION
|
|
|
By: /s/ Robert E. Tomlinson
|
|
| August 2, 2011 | Robert E. Tomlinson, CFO |