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): May 16, 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
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EX-10.1: AMENDMENT TO YA GLOBAL INVESTMENTS, L.P. LETTER AGREEMENT |
Item 1.01 Entry into a Material Definitive Agreement.
This current report on Form 8-K is being filed to report amendments to previously disclosed agreements as hereafter described.
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, March 27, 2008 and April 14, 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, April 8, 2008 and April 30, 2008, respectively, and the terms of two of the Warrants between YA Global and JAG Media were revised.
As of May 16, 2008, JAG Media and YA Global entered into a fourth amendment to the Letter Agreement, pursuant to which the YA Global Automatic Termination Date of April 30, 2008 was extended to May 30, 2008 and the parties agreed to revise the terms of a third Warrant between YA Global and JAG Media (the “Letter Agreement Amendment”). The Letter Agreement is unchanged in all other respects.
The foregoing description of the Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full texts of the Letter Agreement Amendment filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | | Amendment to Letter Agreement, dated as of May 15, 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 |
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Dated: May 20, 2008
