UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
December 28, 2004
IMEDIA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-50159 84-1424696
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1721 Twenty-First Street, Santa Monica, California 90293
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 453-4499
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 ct (17 CFR 240.14d-2(B))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4c))
Item 1.01 Entry into a Material Definitive Agreement
iMedia International, Inc. (the "Company") entered into a Securities Purchase
Agreement (a "Securities Purchase Agreement") with each of MicroCapital Fund
Ltd. and MicroCapital Fund LP (collectively, the "Investors") on September 1,
2004 for the sale of an aggregate of (i) $1,000,000 in convertible bridge
notes (the "Notes") and (ii) stock purchase warrants exercisable for
1,111,0000 shares of the Company's common stock (the "Warrants").
On September 1, 2004, the Investors purchased an aggregate of $1,000,000 in
Notes and received Warrants to purchase an aggregate of 1,111,000 shares of
the Company's common stock.
On December 28, 2004, the Company and the Investors entered into an Amendment
No. 1 to the Convertible Bridge Notes and Warrants ("Amendment No. 1") to
reflect changed conditions. Amendment No. 1 amends the Notes and the Warrants
in several ways, including the following:
.. The maturity date of the Notes was extended from December 29, 2004 to
April 29, 2005;
.. All interest due under the Notes must to be paid by the Company by
December 29, 2004, and thereafter on a monthly basis;
.. Principal and interest under the Notes may now be prepaid without penalty;
.. The conversion price of the Notes for an optional conversion was changed
from $0.60 per share to the lower of (i) $0.60 per share and (ii) the
lowest price of any new equity capital raised by the Company prior to
complete repayment of the Notes;
.. The conversion price of the Notes for a forced conversion was changed from
$0.20 per share to the lower of (i) $0.15 per shares and (ii) 50% of the
lowest price of any new equity capital raised by the Company;
.. The Company must allocate increasing percentages of any new capital raised
over $500,000 to prepay principal and interest on the Notes;
.. The Investors may not effect a forced conversion of the Notes for
forty-five (45) calendar days if the Company has repaid a minimum of 75%
of all principal and interest due under the Notes by their maturity date;
.. The exercise price of the Warrants was changed from $0.90 per share to the
lowest of (i) 150% of the lowest price of any new equity capital raised,
(ii) the actual exercise price for any new warrants or options issued, or
(iii) $0.70.
.. The Company will provide the Investors with a monthly accounting of all
capital raised by the Company until the Notes have been repaid in full.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Reference is made to the disclosure provided in response to Item 1.01 of this
Form 8-K, with respect to our amendment of the terms of $1,000,000 million in
Notes issued pursuant to a Securities Purchase Agreement between the Company
and each Investor, which disclosure is incorporated herein by this reference.
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the disclosure provided in response to Item 1.01 of this
Form 8-K, with respect to our amendment of the terms of $1,000,000 in Notes
and Warrants to purchase an aggregate of 1,111,000 shares of the Company's
common stock, issued pursuant to a Securities Purchase Agreement between the
Company and each Investor, which disclosure is incorporated herein by this
reference.
Each of the Investors in these equity and debt financing transactions
represented to us that such Investor was an "accredited investor" within the
meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, and
that such Investor was receiving the securities for investment and not in
connection with a distribution thereof. The issuance and sale of these
securities was exempt from the registration and prospectus delivery
requirements of the Securities Act pursuant to Section 4(2) of the Securities
Act and Rule 506 thereunder as a transaction not involving any public
offering.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
None.
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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 hereunto duly authorized.
January 4, 2005 IMEDIA INTERNATIONAL, INC.
/s/ Frank Unruh
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Frank Unruh, Chief Financial Officer