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 5, 2004
SBS Interactive, Co.
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(Exact name of Registrant as specified in charter)
Florida 0-28363 65-0705830
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4211 Yonge Street, Suite 235
Toronto, Ontario M2P 2A9
Canada
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(Address of principal executive offices)
Registrant's telephone number, including area code: (416) 223-9293
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):
[ ] 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))
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by the Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, the Registrant's management
as well as estimates and assumptions made by the Registrant's management. When
used in the Filings the words "anticipate, "believe", "estimate", "expect",
"future", "intend", "plan" or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant's management
identify forward looking statements. Such statements reflect the current view of
the Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to the Registrant's
industry, the Registrant's operations and results of operations and any
businesses that may be acquired by the Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although the Registrant believes that the expectations reflected in the
forward looking statements are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
the Registrant does not intend to update any of the forward-looking statements
to conform these statements to actual results.
ITEM 1.01 Entry into a Material Definitive Agreement.
On August 5, 2004, (the "Closing Date"), SBS Interactive, Co. (the
"Company") completed a private sale of units. The units consisted of one share
of the Company's common stock and warrants to purchase two shares of the
Company's common stock at exercise prices of $1.00 and $1.25, respectively. The
final price per unit was $0.40 after being reset pursuant to the Common Stock
Purchase Agreement. The Company sold 1,250,000 units and at the closing received
$500,000 in gross proceeds.
The securities issued in the private placement have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or the availability of an applicable
exemption from registration. According to the terms of the stock purchase
agreement, the Company is required to file a registration statement to register
the shares of common stock and the shares of common stock underlying the
warrants by October 19, 2004, and the registration statement must be declared
effective by January 2, 2005. If the Company fails to file the registration
statement or if the registration statement is not declared effective in
accordance with the terms of the stock purchase agreement, the Company will be
required to pay to each investor a cash payment of 1% of the purchase price paid
by the investor. If such failure continues for more than 30 days, the Company
must pay to each investor a cash payment equal to another 1% of the purchase
price. If such failures continue thereafter, the Company is required to pay to
each investor a cash payment equal to 2% of the purchase price per month until
the failure is cured or August 4, 2005, whichever occurs first.
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This announcement is not an offer to sell the Company's securities and any
opportunity to participate in the private placement was available to a very
limited group of investors.
The foregoing description of the private placement does not purport to be
complete and is qualified in its entirety by reference to the form of Common
Stock Purchase Agreement and Warrant which are filed as Exhibits to this report
and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exh. No. Description
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10.1 Form of Common Stock Stock Purchase Agreement
10.2 Form of Warrant
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.
Date: August 27, 2004 SBS INTERACTIVE, CO.
By: /s/ Todd Gotlieb
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Todd Gotlieb
President
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