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): August 5, 2005
JAG Media Holdings, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-28761 88-0380546
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
6865 SW 18th Street, Suite B13
Boca Raton, Florida 33433
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (866) 300-7410
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 5, 2005, JAG Media Holdings, Inc. (the "Company") and Cornell Capital
Partners, L.P. ("Cornell") agreed, as permitted under the Company's $2,000,000
Promissory Note (the "Promissory Note"), dated as of January 25, 2005, between
the Company and Cornell, to extend for three months the date by which the
Company must pay all amounts due under the Promissory Note. Accordingly, the
schedule for puts under the Company's Equity Line Purchase Agreement, dated as
of April 9, 2002, as amended July 8, 2004 and July 21, 2004, between the Company
and Cornell, is extended for three months such that the put date for the first
put notice will now be November 4, 2005, instead of August 5, 2005, and all
bi-weekly put notices thereafter will be adjusted accordingly.
In addition, as permitted by the Promissory Note, the Company has opted to make
three interest payments to Cornell, each in the amount of $20,000, which
payments were made in a single lump sum of $60,000 on August 5, 2005.
The foregoing description is qualified in its entirety by reference to (i) the
letter, dated August 5, 2005, by and between the Company and Cornell, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference
and (ii) the Promissory Note, which was attached as an Exhibit to our Current
Report on Form 8-K filed on February 3, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Letter, dated August 5, 2005, by and between JAG Media Holdings, Inc.
and Cornell Capital Partners, L.P.
SIGNATURE
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.
JAG MEDIA HOLDINGS, INC.
By: /s/ Thomas J. Mazzarisi
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Thomas J. Mazzarisi
Chief Executive Officer
Dated: August 9, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Letter, dated August 5, 2005, by and between JAG Media Holdings,
Inc. and Cornell Capital Partners, L.P.