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 14, 2012
ZOO ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34796
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71-1033391
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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11258 Cornell Park Drive, Suite 608
Blue Ash, Ohio 45242
(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))
Effective February 14, 2012, Zoo Publishing, Inc. (“Zoo Publishing”), a wholly-owned subsidiary of Zoo Entertainment, Inc. (the “Company” or “Zoo Entertainment”), entered into the Third Amendment to Second Amended and Restated Factoring and Security Agreement (the “Factoring Agreement Amendment”) with Panta Distribution, LLC (“Panta”) and MMB Holdings LLC (“MMB”), pursuant to which the parties agreed to amend that certain Second Amended and Restated Factoring and Security Agreement dated as of October 28, 2011, by and between Zoo Publishing, Panta and MMB (the “Factoring Agreement”).
Pursuant to the Factoring Agreement Amendment, MMB agreed to provide $232,000.00 in additional funding (the “Additional Funding”) to Zoo Publishing under the Factoring Agreement. The Additional Funding shall bear interest at the lesser of a rate of 15% per annum, or the maximum rate permitted by law.
MMB, a limited liability company organized under the laws of Delaware, is owned by David E. Smith, a former director of the Company, and Jay A. Wolf, Executive Chairman of the Board of Directors of the Company. Each of Mr. Smith and Mr. Wolf is a member, equity owner, and officer or manager, as the case may be, of MMB, and Mr. Smith is the managing member of Mojobear Capital, the managing member of MMB.
The foregoing description of the Factoring Agreement Amendment does not purport to be complete and is qualified in their entirety by reference to such instrument, a copy of which the Company intends to file with its next periodic report.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Effective February 15, 2012, David Fremed’s Employment Agreement with the Company expired pursuant to its terms, and Mr. Fremed no longer serves as the Company’s Chief Financial Officer or its principal financial officer. Mr. Fremed has agreed to provide certain consulting services to the Company through April 16, 2012. Also effective February 15, 2012, Mark Seremet, the Company’s President and Chief Executive Officer, will serve as the Company’s interim acting principal financial officer while the Company conducts a search for Mr. Fremed’s successor.
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.
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Zoo Entertainment, Inc.
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Date: February 16, 2012
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By:
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/s/ Mark Seremet
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Mark Seremet
President and Chief Executive Officer
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