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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: December 31, 2012
30DC, INC.
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(Exact name of registrant as specified in its charter)
Maryland 000-30999 16-1675285
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
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(Address of Principal Executive Offices) (Zip Code)
(212) 962-4400
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Registrant's telephone number, including area code
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(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:
[ ] 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)
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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ACQUISITION AGREEMENT
On December 31, 2012, 30DC, Inc. ("the Company") entered into an Acquisition
Agreement ("Acquisition Agreement") with Netbloo Media, Ltd., a Hong Kong
Corporation ("Netbloo.") The Acquisition Agreement provided for Netbloo to
convey all of the assets of the Joint Venture Interest constituting 50% of the
joint venture MagCast Publishing Platform and all of the assets of the Market
ProMax business owned by Netbloo. In exchange for such assets, the Company
issued 13,487,363 shares of its restricted common stock to Netbloo. As a result
of the transaction, Netbloo owns approximately 15.51% of the Company's issued
and outstanding common stock. For accounting purposes, the effective date of the
acquisition was October 1, 2012.
Netbloo is a digital marketing agency based in Asia Pacific with clients around
the world. Netbloo helps online startups as well as big corporate players by
providing custom digital marketing solutions including product launch
consulting, mobile aps development, targeted web applications and media
campaigns. Netbloo is responsible for products including, Market ProMax and the
MagCast Publishing Platform ("MagCast.")
MagCast, launched in May 2012, resulted from the collaboration of the Company
and Netbloo, an existing mentoring customer of the Company. MagCast provides
customers access to a cloud-based service to create an application ("App") to
publish a digital magazine on Apple Corporation's online marketplace Apple
Newsstand and includes executive training modules as well as a three-month trial
subscription to the Company's Immediate Edge subscription product.
SERVICES AGREEMENT
On December 31, 2012, the Company and Netbloo entered into a Services Agreement
("Services Agreement"), which provides for Netbloo to provide services to the
Company which include the continued enhancement of the MagCast and Market Pro
Max products, along with new products currently under development. The Services
Agreement has a term of 3 years from October 1, 2012, though it can be
terminated by either party after the second anniversary of the contract subject
to a six month early termination penalty.
The Services Agreement provides for Netbloo to receive a $25,000 per month fee
and approved out of pocket costs and travel expenses.
NON-COMPETE AGREEMENT
As part of the Acquisition Agreement and Services Agreement, the Company and
Netbloo entered into a Non-Compete Agreement, in which Netbloo has agreed not to
compete with the Market ProMax and Mag Cast Publishing Platform products for a
term of four years.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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ACQUISITION AGREEMENT
On December 31, 2012, the Company entered into an Acquisition Agreement with
Netbloo, as discussed in Item 1.01. The Acquisition Agreement provided for
Netbloo to convey to the all of the assets of the Joint Venture Interest
constituting 50% of the joint venture MagCast Publishing Platform and all of the
assets of the Market ProMax business owned by Netbloo. In exchange for such
assets, the Company issued 13,487,363 shares of its restricted common stock to
Netbloo. As a result of the transaction, Netbloo owns approximately 15.51% of
the Company's issued and outstanding common stock.
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The Company shall file the necessary financial statements pursuant to Item 2.01,
by an amendment to this Current Report on Form 8-K.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SHARES OF EQUITY SECURITIES
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COMMON STOCK
Pursuant to the Acquisition Agreement by and between the Company and Netbloo,
discussed above in Item 1.01, the Company is issuing 13,487,363 shares of its
restricted common stock to Netbloo Media, Ltd.
EXEMPTION FROM REGISTRATION CLAIMED
THE ABOVE ISSUANCE BY THE COMPANY OF ITS UNREGISTERED SECURITIES WERE MADE BY
THE COMPANY IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE ENTITY THAT WAS ISSUED THE UNREGISTERED SECURITIES WERE KNOWN TO
THE COMPANY AND ITS MANAGEMENT, THROUGH PRE-EXISTING BUSINESS RELATIONSHIPS, OR
AS LONG STANDING BUSINESS ASSOCIATES. THE ENTITY WAS PROVIDED ACCESS TO ALL
MATERIAL INFORMATION, WHICH IT REQUESTED, AND ALL INFORMATION NECESSARY TO
VERIFY SUCH INFORMATION AND WAS AFFORDED ACCESS TO MANAGEMENT OF THE COMPANY IN
CONNECTION WITH THEIR PURCHASES. THE PURCHASER OF THE UNREGISTERED SECURITIES
ACQUIRED SUCH SECURITIES FOR INVESTMENT AND NOT WITH A VIEW TOWARD DISTRIBUTION,
ACKNOWLEDGING SUCH INTENT TO THE COMPANY. ALL CERTIFICATES OR AGREEMENTS
REPRESENTING SUCH SECURITIES CONTAINED RESTRICTIVE LEGENDS, PROHIBITING FURTHER
TRANSFER OF THE CERTIFICATES OR AGREEMENTS REPRESENTING SUCH SECURITIES, WITHOUT
SUCH SECURITIES EITHER BEING FIRST REGISTERED OR OTHERWISE EXEMPT FROM
REGISTRATION IN ANY FURTHER RESALE OR DISPOSITION.
SECTION 5 - CORPORATE GOVERANCE
ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT
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Pursuant to the Acquisition Agreement by and between the Company and Netbloo,
the Company issued 13,487,363 shares of its restricted common stock to Netbloo
Media, Ltd. in exchange for certain assets held by Netbloo representing 50% of
the MagCast Publishing Platform joint venture and Market ProMax. As a result of
the issuance, Netbloo holds approximately 15.51% of the issued and outstanding
common stock of the Company.
As a result of the issuance of shares, the Company's ownership among its
officers, directors and known greater than 5% shareholders changed as detailed
in the table below.
NUMBER OF NUMBER OF
SHARES HELD OWNERSHIP % SHARES HELD OWNERSHIP %
PRIOR TO PRIOR TO AFTER AFTER
ACQUISITION ACQUISITION ACQUISITION ACQUISITION
NAME OF BENEFICIAL OWNER AGREEMENT AGREEMENT (1) AGREEMENT AGREEMENT (2)
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Edward Dale, Director, President, CEO & Chairman 20,036,440 27.28% 20,036,440 23.05%
of the Board (Directly & Beneficially through
Marillion Partnership) (3)
Gregory H. Laborde, Director, (Beneficially 3,457,250 4.71% 3,457,250 3.98%
through GHL Group, Ltd.)
Theodore A. Greenberg, CFO, Secretary & Director 1,580,770 2.15% 1,580,770 1.82%
Henry Pinskier, Director, 247,000 0.34% 247,000 0.28%
(Beneficially through Meadsview Pty, Ltd)
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NUMBER OF NUMBER OF
SHARES HELD OWNERSHIP % SHARES HELD OWNERSHIP %
PRIOR TO PRIOR TO AFTER AFTER
ACQUISITION ACQUISITION ACQUISITION ACQUISITION
NAME OF BENEFICIAL OWNER AGREEMENT AGREEMENT (1) AGREEMENT AGREEMENT (2)
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Pierce McNally, Director (4) 0 0% 0 0%
Dan Raine (Beneficially through Raine Ventures, LLC) 10,560,000 14.38% 10,560,000 12.15%
Netbloo Media, Ltd., Jonathan Lint, Chief 0 0 13,487,363 15.51%
Executive Officer (5)
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All Directors and Executive Officers as a Group 25,321,460 34.48% 25,321,460 29.13%
(5 persons)
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(1) At December 31, 2012, the Company had 73,443,806, shares of its common
stock issued and outstanding, prior to issuing the shares to Netbloo in
accordance with the Acquisition Agreement. The Company has not included
any issued and outstanding warrants or options in this calculation.
(2) As a result of the issuance of the 13,487,363 shares of common stock to
Netbloo Media, Ltd, the Company will have 86,931,169 shares of common
stock issued and outstanding. The Company has not included any issued
and outstanding warrants or stock options in this calculation.
(3) Mr. Dale holds 1,848,000 shares of common stock directly and 18,188,440
share beneficially through the Marillion Partnership.
(4) Mr. McNally does not hold any issued and outstanding common stock in
the Company, at the time of this filing. He does hold options
exercisable for 192,500 shares of the Company's common stock.
(5) Mr. Lint is the Chief Executive Officer of Netbloo Media, Ltd. and as
such has the right to vote such shares on Netbloo Media, Ltd.'s behalf.
SECTION 7 - REGULATION FD
ITEM 7.01 - REGULATION FD DISCLOSURE
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PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On January 7, 2013, the Company made a press release announcing the close of the
Acquisition Agreement with Netbloo Media, Ltd. The text of the press release is
attached hereto as Exhibit 99.1.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. TO BE FILED BY AMENDMENT.
(b) PROFORMA FINANCIAL INFORMATION. TO BE FILED BY AMENDMENT.
(d) EXHIBITS. The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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10.1 Acquisition Agreement, dated December 31, 2012
10.2 Assignment of Interests, dated December 31, 2012
10.3 Services Agreement, dated December 31, 2012
10.4 Non-Compete Agreement, dated December 31, 2012
99.1 Press Release, dated January 7, 2013
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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.
30DC, INC.
By:/s/ Theodore A. Greenberg
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Theodore A. Greenberg, Chief Financial Officer
Date: January 8, 2013
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