SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
May 5, 2005
TriMedia Entertainment Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation of organization)
000-49865 57-1107699
(Commission File Number) (IRS Employer Identification Number)
1080 N. Delaware Avenue
Philadelphia, Pennsylvania 19125
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 426-5536
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 5, 2005, we entered into a Securities Purchase Agreement (the
"Agreement") with IL Resources, LLC ("IL Resources") Pursuant to the Agreement
we issued to IL Resources a Secured Convertible Term Note in the aggregate
principal amount of One Million Five Hundred Ninety Thousand Dollars
($1,590,000) (the "Note") and a warrant to purchase 2,000,000 shares of our
common stock (the "Warrant"). The Note is convertible into our common stock at a
conversion price of $0.50, subject to certain adjustments.
Pursuant to the Agreement, we agreed to several restrictive covenants,
without the prior written consent of IL Resources, for as long as twenty-five
percent (25%) of the principal amount of the Note is outstanding. We agreed
that, without the prior written consent of IL Resources, neither we nor our
Subsidiaries would: (1) directly or indirectly declare or pay any dividends, (2)
issue any preferred stock that is mandatorily redeemable prior to May 30, 2007,
(3) redeem any of our preferred stock or other equity interests; (4) liquidate,
dissolve or effect a material reorganization; or (5) create or acquire any
Subsidiary.
We further agreed to use our reasonable best efforts to prepare and
file, within sixty (60) days of the date of the Agreement, a Registration
Statement under the Securities Act of 1933 to permit the public sale of the
shares issuable pursuant to the Note and the Warrant and any shares issued as a
result of a stock dividend or stock split with respect to the same.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT
As referenced in Item 1.01, on May 5, 2005, for $1,590,000 in cash
received by us, we issued to IL Resources the Note in the aggregate principal
amount of One Million Five Hundred Ninety Thousand Dollars ($1,590,000). The
Note has a maturity date of May 30, 2006 and is convertible into a total of
3,180,000 shares of our common stock at a price of $.50 per share. The Note
accrues interest at an annual rate of twelve percent (12%) and the principal and
interest are convertible at the Holder's option into shares of our common stock
at a conversion price of $.50 per share. Overdue principal and interest on the
Note accrues interest at an annual rate of twenty-one percent (21%).
In connection with the Note, we granted the Holder a security interest
in substantially all of our assets pursuant to a Security Agreement dated May 5,
2005 and a Securities Pledge Agreement dated May 5, 2005. Pursuant to the
Security Agreement, we granted IL Resources a lien and security interest in all
of our tangible and intangible personal property as described therein. Pursuant
to the Securities Pledge Agreement, we granted IL Resources a first priority
security interest in the stock of our subsidiaries. Pursuant to the Subsidiary
Guaranty, each of our subsidiaries agreed to unconditionally guaranty the timely
and full satisfaction of our debt payable to IL Resources under the Agreement.
The guaranty is a continuing irrevocable guaranty.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As referenced in Item 1.01, on May 5, 2005 we issued a warrant to
purchase 2,000,000 shares of our common stock at an exercise price of $.50 per
share, subject to certain adjustments. The Warrant is exercisable at any time
after May 5, 2005 and prior to May 5 2010.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
The following exhibits are filed herewith:
4.1 Common Stock Purchase Warrant dated May 5, 2005 issued to
IL Resources, LLC.
10.1 Securities Purchase Agreement dated May 5, 2005 by and between
TriMedia Entertainment Group, Inc. and IL Resources, LLC.
10.2 Secured Convertible Term Note dated May 5, 2005.
10.3 Securities Pledge Agreement dated May 5, 2005 by and between
TriMedia Entertainment Group, Inc. and IL Resources, LLC.
10.4 Security Agreement dated May 5, 2005 by and between
TriMedia Entertainment Group, Inc. and IL Resources, LLC.
10.5 Subsidiary Guaranty dated May 5, 2005.
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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 thereunto duly authorized.
TRIMEDIA ENTERTAINMENT GROUP, INC.
Registrant
Date: June 6, 2005 By /s/ Christopher Schwartz
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Christopher Schwartz
President and CEO
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