Date of report (Date of earliest event reported)

September 16, 2013

Nevada

001-34622

13-3750988

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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holders representing more than 80% in aggregate principal amount of the Company's 14% Senior Secured Notes due 2013 (the “First Lien Notes”); and

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holders representing more than 80% in aggregate principal amount of the Company's 11.5% Non-Cash Pay Secured Notes Due 2014 (the “Non-Cash Pay Second Lien Notes”).

(1)

the Consenting Noteholders have agreed, subject to certain conditions, to: (a) vote all claims and interests in favor of the Plan, subject to proper solicitation under the Bankruptcy Code; (b) negotiate in good faith the Plan documents; (c) grant certain releases required by the Plan; and (d) not support or take action in opposition to the Plan; and

(2)

the Company has agreed to use commercially reasonable efforts in furtherance of the Recapitalization Transaction and Plan and take efforts to avoid events that could result in termination of the Support Agreement.

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on or as soon as practicable after the bankruptcy court confirms the Plan (the “Effective Date”), the First Lien Notes shall be exchanged for (a) an equal principal amount (including applicable pre-payment penalties) of new first lien notes (the “New Notes”) with substantially the same terms as the old First Lien Notes, excluding certain interest and unpaid fees and costs, (b) cash, in the amount of any accrued and unpaid interest at the applicable non-default rate, and (c) additional cash in the amount of any incremental accrued and unpaid interest at the applicable default rate, to the extent excess cash is available under the terms of the Plan Term Sheet. If excess cash is insufficient to cover remaining unpaid interest at the applicable default rate, additional New Notes will be issued in a principal amount sufficient to cover the shortfall;

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in exchange for the Second Lien Notes, on the Effective Date each holder of the Second Lien Notes shall receive a pro rata share of (a) 100% of the newly issued shares of common stock, par value $0.001 per share, of the reorganized FFN, and (b) cash, in an amount not to exceed $3 million, subject to cash payments to the holders of First Lien Notes in accordance with the Plan Term Sheet;

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all existing shares of FFN capital stock, all options and warrants to acquire shares of FFN capital stock, and all securities convertible into shares of FFN capital stock will be extinguished on the Effective Date and holders of such securities shall not receive any property or consideration under the Plan;

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on or as soon as practicable after Effective Date, each holder of an allowed administrative expense claim, priority claim, priority tax claim, or general unsecured claim, will receive cash equal to the full allowed amount of its claim or otherwise receive treatment consistent with applicable provisions of the Bankruptcy Code;

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generally, all executory contracts and unexpired leases shall be assumed pursuant to the Plan, except for (1) the Consulting Agreement, dated October 5, 2012, between Mr. Bell and FFN (the “Bell Consulting Agreement”), (2) the Consulting Agreement dated October 5, 2012, between Mr. Staton and FFN (the “Staton Consulting Agreement”), and (3) those contracts not agreed to be assumed by the holders of Second Lien Notes party to the Support Agreement; and

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the release of any and all claims or causes of action, known or unknown, relating to any pre-petition date acts or omissions, except for willful misconduct or fraud, committed by the officers, directors and employees of the Company and certain of the Company's representatives, the Consenting Noteholders, and their related trustees and their representatives, and Messrs. Bell and Staton, and their affiliates and representatives. The Plan will also contain voluntary releases of the above parties from the creditors of the Company party to the Support Agreement.

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the initial board of directors of the reorganized FFN will consist of five members, with one member being the Chief Executive Officer of the reorganized FFN, three members appointed by the Andrew B. Conru Trust, a significant holder of existing First Lien Notes, and one member appointed by certain holders of First Lien Notes who are party to the Support Agreement, each significant holders of existing First Lien Notes. Each of the appointed members will be disclosed in a future supplement to the Plan;

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the new common stock of the reorganized FFN will be subject to a shareholder agreement and the corporate organizational documents will be amended and restated in forms acceptable to the Company and the Consenting Noteholders, and will include where applicable, the following provisions: (a) a super majority of the board will be required to approve transactions with affiliates of the Company, (b) the majority of the minority of shareholders will have the right to replace two members of the board of directors, (c) "tag along" rights, and (d) the agreement that a sale of the Company will close within seven (7) years from the Effective Date, which date may be extended by a supermajority of the board of directors;

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additional provision will be made for an incentive equity compensation pool for management in a percentage of the post-recapitalization equity of the reorganized FFN in an amount determined by the holders of Second Lien Notes party to the Support Agreement, with grants thereunder to be solely at the discretion of a supermajority of the board of directors for the reorganized FFN; and

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the Company will assume existing indemnification obligations and purchase a six (6) year tail for its existing director and officer liability insurance policy allowing for a minimum of $10 million in available coverage.

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the Plan will provide for the full satisfaction of all claims asserted by Mr. Bell under the Bell Consulting Agreement and Mr. Staton under the Staton Consulting Agreement, respectively, in exchange for $500,000 paid to each of Messrs. Bell and Staton, subject to approval by the Bankruptcy Court and the court's ability to clawback the payments under certain conditions; provided that, in the event the Bankruptcy Court does not approve the payments in the final Cash Collateral Order (as such term is defined in the Support Agreement), the payments will be made on the Effective Date as a distribution under the Plan. Messrs. Bell and Staton will continue in their capacity as consultants to the Company until the later of the Effective Date or receipt of the cash payments described above;

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the existing indemnification provisions provided to Messrs. Bell and Staton remain in place on the same terms and conditions;

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Mr. Bell's and Mr. Staton's undertakings with respect to certain litigation remain in place and unaffected by the Plan;

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any Second Lien Notes owned by Mr. Bell and Mr. Staton will be entitled to a pro rata distribution of the consideration provided to the holders of all Second Lien Notes;

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all other claims and interests in the Company held by the Messrs. Bell and Staton and their affiliates shall be released and deemed fully satisfied;

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on the Effective Date, Messrs. Bell and Staton will agree to execute and deliver a customary two (2) year non-compete and non-disparagement agreement in favor of the reorganized FFN; and

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the Company will pay reasonable legal fees and expenses incurred by Messrs. Bell and Staton and their affiliates through the date of effectiveness of the Settlement Agreement in connection with the recapitalization transaction in an amount not to exceed $125,000.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Transaction Support Agreement (Recapitalization), dated as of September 16, 2013, by and among Interactive Network, Inc., FriendFinder Network Inc., certain of their direct and indirect subsidiaries, the First Lien Note Holders and Second Lien Note Holders.

99.1

Press Release dated September 17, 2013.

99.2

Press Release dated September 18, 2013.

FriendFinder Networks Inc.

By:

/s/ Ezra Shashoua

Name:

Ezra Shashoua

Title:

Chief Financial Officer

Exhibit
No.

Description

10.1

Transaction Support Agreement (Recapitalization), dated as of September 16, 2013, by and among Interactive Network, Inc., FriendFinder Network Inc., certain of their direct and indirect subsidiaries, the First Lien Note Holders and Second Lien Note Holders.

99.1

Press Release dated September 17, 2013.

99.2

Press Release dated September 18, 2013.