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): March 14, 2008
JAG Media Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
Nevada
(State or other jurisdiction of
incorporation) | | 000-28761
(Commission File Number) | | 88-0380546
(I.R.S. Employer Identification) |
6865 SW 18th Street, Suite B13
Boca Raton, Florida 33433
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 300-7410
Not Applicable
(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 (seeGeneral Instruction A.2. below):
| | |
| þ | | 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)) |
| | |
| Item 7.01 | | Regulation FD Disclosure. |
JAG Media Holdings, Inc. (the “Company”) was informed by the Securities and Exchange Commission that the Company’s registration statement on Form S-4 relating to the Company’s proposed merger with Cryptometrics, Inc. was declared effective as of 4:00 p.m. Friday March 14, 2008. The currently anticipated closing date for the merger is March 27, 2008, but the Company and Cryptometrics, Inc. may agree to postpone this date. There is no assurance that the proposed merger will be consummated.
SIGNATURE
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.
| | | | | |
| | JAG MEDIA HOLDINGS, INC.
| |
| | By: | /s/ Thomas J. Mazzarisi | |
| | | Name: | Thomas J. Mazzarisi | |
| | | Title: | Chairman of the Board, Chief Executive Officer & General Counsel | |
| |
Dated: March 17, 2008
