UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 9, 2005
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RELATIONSERVE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-119632 43-2053462
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
6700 North Andrews Avenue, Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (954) 202-6000
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N/A
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(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):
/_/ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Asset Purchase Agreement
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On August 9, 2005, RelationServe Media, Inc. (the "Company") entered
into an asset purchase agreement (the "Agreement") with theglobe.com, inc.
("Globe") and its wholly-owned subsidiary SendTec, Inc. ("SendTec") for the
purchase by the Company of all of the business and substantially all of the
assets of SendTec ("Asset Purchase"). Under the terms of the Agreement, the
Company will pay $37,500,000, subject to certain adjustments and assume certain
of the Seller's liabilities. In addition, the Company will reserve approximately
$15,000,000 of restricted common stock of the Company for issuance upon the
occurrence of certain future events.
The closing of the Asset Purchase is subject to several conditions
including, approval by Globe's stockholders, distribution of an information
statement to Globe stockholders, and entry into a redemption agreement by Globe
and certain of SendTec's management and employees for redemption of shares,
options and warrants. The Company has deposited in escrow $1,000,000 in
connection with the execution of the Agreement, subject to forfeiture in certain
circumstances, as described in the Agreement.
The closing is also subject to certain ancillary agreements,
including agreements with certain current members of management of SendTec to
assume management positions with the Company. The Company intends to finance the
acquisition through issuance of new convertible debt or equity securities, the
final terms of which have not been determined. The Agreement requires that the
acquisition financing be held in escrow within 30 days of execution of the
Agreement.
Following the closing, it is contemplated that nearly all of
SendTec's employees will become employees of the Company.
Non-Employee Directors Stock Plan
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On August 9, 2005, by written consent, a majority of the Company's
stockholders approved the Company's 2005 Non-Employee Directors Stock Plan (the
"Plan").
Key features of the Plan include:
o Non-employee directors of the Company and its subsidiaries are
eligible to participate in the Plan. The term of the Plan is
five years. 2,000,000 shares of common stock have been reserved
for issuance under the Plan, provided that awards to the
Chairman of the Board are limited to 1,000,000 shares during
the life of the Plan.
o Options may only be issued as non-qualified stock options.
o Each non-employee director who is newly-elected or appointed
Chairman of the Board shall receive an option to purchase
1,000,000 shares of common stock exercisable on the six-month
anniversary of the approval of the Plan by the stockholders.
o Each newly elected or appointed non-employee director (other
than the Chairman) shall be granted an option to purchase
50,000 shares of common stock, exercisable as to 50% of such
shares on the date which is one year from the date of grant and
50% on the date which is two years from the date of grant.
o Each non-employee director shall be granted an option to
purchase 50,000 shares of common stock on the second
anniversary of such director's initial election or appointment,
exercisable as to 50% on the date which is one year from the
date of grant and 50% on the date which is two years from the
date of grant.
o Stockholder approval is required in order to replace or reprice
options.
o The Plan is administered by the Board or a committee designated
by the Board.
o Options have a maximum term of ten years.
o Upon a change in control any unvested portion of outstanding
options shall vest and become immediately exercisable ten days
prior to such change in control.
A copy of the Plan is annexed hereto as Exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 9, 2005, the Board of Directors appointed Adam C.
Wasserman as acting Chief Financial Officer of the Company. In such capacity,
Mr. Wasserman will serve as the Company's principal accounting and financial
officer. Mr. Wasserman currently devotes approximately 20% of his time to the
Company. As the Company's business grows, the Company will either seek to
increase the amount of time Mr. Wasserman devotes to the Company or hire a
full-time chief financial officer.
Since June 2005, the Company has been party to an arrangement with
CFO Oncall, Inc. of which Mr. Wasserman is the Chief Executive Officer, pursuant
to which the Company has agreed to pay CFO Oncall a one time fee of $4,000 and
pays $95 per hour for the chief financial officer services rendered to the
Company by Mr. Wasserman.
Since November 1999, Mr. Wasserman has been chief executive officer
of CFO Oncall, Inc., a Florida based provider of consultant accounting services
specializing in SEC financial reporting, outsourced chief financial officer
services, audit preparation service, accounting, automated systems, and internal
controls. From June 1991 to November 1999, Mr. Wasserman was Senior Audit
Manager, American Express Tax and Business Services, Fort Lauderdale, Florida.
From September 1986 to May 1991, Mr. Wasserman was employed by Deloitte &
Touche, LLP as a Senior Accountant. Mr. Wasserman has a BA degree from the State
University of New York at Albany. He is a CPA (New York) and a member of The
American Institute of Certified Public Accountants and is currently the
treasurer of Gold Coast Venture Capital Association.
ITEM 8.01 OTHER EVENTS.
On August 9, 2005, the Company issued a press release announcing its
entry into the Agreement described in Item 1.01.
For additional information, reference is made to the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
Exhibit Number Description
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10.1 RelationServe Media Inc. 2005 Non-Employee
Directors Stock Option Plan
99.1 Press Release dated August 9, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RELATIONSERVE MEDIA, INC.
(Registrant)
Date: August 12, 2005
By: /s/ Mandee Heller Adler
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Name: Mandee Heller Adler
Title: Chief Executive Officer
