UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2006
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RELATIONSERVE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-119632 20-2601326
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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 240.14a-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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
On February 3, 2006, RelationServe Media, Inc. (the "Company")
announced that the consolidation milestones ("Consolidation Milestones") set
forth in the Securities Purchase Agreement (the "Securities Purchase
Agreement"), dated October 31, 2005, by and among the Company, SendTec
Acquisition Corp. ("STAC"), the purchasers named on the signature pages thereto
("Purchasers"), and Christina Corporate Services, Inc. in its capacity as
administrative agent for the Purchasers ("Agent"), as more fully described in
and filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
November 4, 2005, as amended on November 7, 2005 and February 3, 2006 (the
"November Form 8-K"), were satisfied by the Company. As a result of reaching the
Consolidation Milestones on February 3, 2006, STAC became a wholly-owned
subsidiary of the Company.
The audited financial statements as of and for the year ended December
31, 2005 of SendTec, Inc. (the predecessor company of STAC) are being filed as
an amendment to the Company's Form 8-K filed February 9, 2006, pursuant to Item
9.01 (a)(4) (included herin as Exhibit 99.1).
The Company is also filing this amendment to file unaudited condensed
combined pro-forma financial statements as of and for the year ended December
31, 2005, for the Company and SendTec, Inc., pursuant to Item 9.01(b) (included
herein as Exhibit 99.2).
(d) Exhibits
Exhibit No. Exhibits
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99.1 Audited financial statements as of and for the year
ended December 31, 2005 for SendTec, Inc.
99.2 Unaudited condensed combined pro-forma financial
statements as of and for the year ended December 31,
2005 for RelationServe Media, Inc. and SendTec, Inc.
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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.
Date: April 17, 2006 By:/s/ Donald Gould
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Name: Donald Gould
Title: Chief Financial Officer
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