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): April 14, 2008
JAG Media Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | | 000-28761 | | 88-0380546 |
| | | | | |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (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 (see General 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))
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | 3 |
| SIGNATURE | 4 |
| INDEX TO EXHIBITS | |
| EX-10.1: AMENDMENT TO MERGER AGREEMENT | |
| EX-10.2: AMENDMENT TO YA GLOBAL INVESTMENTS, L.P. LETTER AGREEMENT | |
This current report on Form 8-K is being filed to report amendments to previously disclosed agreements as hereafter described.
A. The Cryptometrics Merger Agreement
On December 27, 2005, JAG Media Holdings, Inc., a Nevada corporation (“JAG Media”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cryptometrics, Inc., a Delaware corporation (“Cryptometrics”), Cryptometrics Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of JAG Media (“Cryptometrics Acquisition”), Robert Barra and Michael Vitale. The Merger was subsequently amended twelve times through March 31, 2008.
As of April 14, 2008, JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into a thirteenth amendment (the “Thirteenth Amendment”), pursuant to which, among other things, the Automatic Termination Date for the Merger Agreement of April 15, 2008 set forth in the twelfth amendment was extended to April 30, 2008 and the parties agreed on various preclosing deliveries.
B. The YA Global Letter Agreement
On January 31, 2008, JAG Media entered into a letter agreement (the “Letter Agreement”) with YA Global Investments, L.P., formerly Cornell Capital Partners, LP (“YA Global”),that amended the terms and conditions of the previously disclosed Debentures, Warrants and other related documents between YA Global and JAG Media, and also provided, among other things, that if the closing of the transactions contemplated by the Letter Agreement did not occur by February 27, 2008 (the “YA Global Automatic Termination Date”), the Letter Agreement would automatically terminate, unless the parties agreed to extend the YA Global Automatic Termination Date in writing. The Letter Agreement was filed as Exhibit 10.2 to a Form 8-K filed by JAG Media on February 6, 2008. Subsequently, as of March 11, 2008 and March 27, 2008, JAG Media and YA Global entered into amendments to the Letter Agreement, pursuant to which the YA Global Automatic Termination Date of February 27, 2008 was extended to March 31, 2008 and April 8, 2008, respectively, and the terms of one of the Warrants between YA Global and JAG Media was revised.
As of April 15, 2008, JAG Media and YA Global entered into a third amendment to the Letter Agreement, pursuant to which the YA Global Automatic Termination Date of April 8, 2008 was extended to April 30, 2008 and the parties agreed to revise the terms of a second Warrant between YA Global and JAG Media (the “Letter Agreement Amendment”). The Letter Agreement is unchanged in all other respects.
The foregoing descriptions of the Thirteenth Amendment and the Letter Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Thirteenth Amendment and the Letter Agreement Amendment filed as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | | Amendment dated April 14, 2008, by and among JAG Media Holdings, Inc., Cryptometrics, Inc., Cryptometrics Acquisition, Inc., Karlen & Stolzar, LLP, Robert Barra and Michael Vitale. |
| | | |
| 10.2 | | Amendment to Letter Agreement, dated as of April 14, 2008, between JAG Media Holdings, Inc. and YA Global Investments, L.P. |
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: April 18, 2008
