UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
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 20, 2007
RTG VENTURES, INC.
(Exact name of registrant as specified in this charter)
| Florida | | 333-85072 | | 59-3666743 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
c/o Paykin Mahon Rooney & Krieg, LLP
185 Madison Avenue
New York, New York 10016
(Address and Zip Code of Principal Executive Offices)
Issuer's Telephone Number: (917) 488-6473
o 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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 9, 2008, RTG Ventures, Inc., a Florida corporation (the “Company”), Atlantic Network Holdings Limited, a Guernsey company limited by shares ("ANHL"), New Media Television (Europe) Limited, a United Kingdom private company limited by shares and a majority owned subsidiary of ANHL ("NMTV"), and certain outside shareholders of NMTV entered into a second Amendment to Share Exchange Agreement (the “Amendment 2”) which amended the terms of a Share Exchange Agreement and the first Amendment dated December 21, 2007 (“Amendment 1”) previously entered into by the parties.
As was previously reported in the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2007, on March 20, 2007 the Company entered into a Share Exchange Agreement with ANHL, NMTV and certain outside shareholders of NMTV (the "Exchange Agreement") pursuant to which ANHL and the outside shareholders of NMTV agreed to exchange all of their shares in NMTV for a 90% equity interest in the Company, NMTV would become a wholly-owned subsidiary of the Company and ANHL would own an approximate 80% interest in the Company.
As modified by the Amendment 1, the Exchange Agreement provided for ANHL and the outside shareholders of NMTV to receive a 75% equity interest in the Company and ANHL will own an approximate 65% interest in the Company. Amendment 2 states that the new shareholders, ANHL and shareholders of NMTV, will now receive a total of 1,273,059 of Preferred Stock of RTG Ventures instead of Common Stock. The Preferred Stock will be restricted for one year from Closing after which time one Preferred Share may be converted into 100 Common Shares. Until converted one Preferred Share will have voting rights equal to 100 Common Shares.
Exhibit B Directors and Officers of RTG to be Appointed removes Roger Bailey, who resigned from ANHL and includes Roger Taylor, a director of ANHL.
Item 9.01 Financial Statements and Exhibits.
(b) Exhibits
| 99.1* | Share Exchange Agreement, dated March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited. |
| | |
| 99.2** | Amendment to Share Exchange Agreement, dated December 21, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the outside Stockholders listed on Exhibit A thereto and New Media Television (Europe) Limited. |
| | |
| 99.2*** | Amendment to Share Exchange Agreement, dated September 9, 2008, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the outside Stockholders listed on Exhibit A thereto and New Media Television (Europe) Limited. |
* Previously filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 21, 2007.
** Previously filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-KA filed with the Commission on December 21, 2007.
*** Filed herewith.
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.
| | RTG VENTURES, INC. |
| | (Registrant) |
| | | |
| Dated: September 9, 2008 | By: | /s/ Linda Perry |
| | Linda Perry, Chief Executive Officer |
