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): September 9, 2005
JAG Media Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-28761 88-0380546
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (866) 300-7410
- --------------------------------------------------------------------------------
(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):
|X| 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 8.01 OTHER EVENTS.
PROPOSED TRANSACTION WITH CRYPTOMETRICS, INC.:
On September 9, 2005, JAG Media Holdings, Inc. (the "Company") entered into a
non-binding letter of intent (the "Letter of Intent") with Cryptometrics, Inc.,
a Delaware corporation ("Cryptometrics"), pursuant to which the Company and
Cryptometrics would enter into a merger agreement under which Cryptometrics
would merge with a newly created subsidiary of the Company. In consideration of
the merger, the stockholders of Cryptometrics would acquire shares of common
stock, par value $0.00001 per share, of the Company ("Company Common Stock"),
which shares would, upon issuance, represent 88% of the outstanding Company
Common Stock, in exchange for all of the issued and outstanding capital stock of
Cryptometrics (the "Proposed Transaction"). The shares of Common Stock to be
received by the stockholders of Cryptometrics would be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The existing public
shareholders of the Company will experience significant dilution from the
issuance of these shares to the stockholders of Cryptometrics.
At the closing of the Proposed Transaction (the "Closing"), the Company's
current directors would resign as directors of the Company and would also resign
as officers and executives of the Company. The Company's board of directors
would be replaced with designees of Cryptometrics, at least a majority of whom
would be independent and who, in whole or in part, would also constitute the
audit committee of the Company's board of directors.
Cryptometrics was incorporated in May 2000 under the name Postal Hut, Inc. and
in November 2001 changed its name to Cryptometrics, Inc. Cryptometrics's
business focuses on the biometric security industry. Cryptometrics produces
hardware and software products that take advantage of the internationally
approved standards for biometric identification and verification.
In connection with the Proposed Transaction, the Cryptometrics stockholders will
agree not to sell or otherwise dispose of the shares of Common Stock that are
received in connection with the Proposed Transaction for a period of twelve (12)
months from the Closing; provided, that subject to compliance with all relevant
securities laws, thirty-five percent (35%) of the shares will not be subject to
the lock-up provision, if and so long as, the shares of the post-merger Company
are trading on the NASDAQ Small Cap Market.
The Proposed Transaction is subject to various conditions being satisfied prior
to Closing, including, among others:
o completion of all steps necessary to increase the number of authorized shares
of Common Stock of the Company from 250,000,000 to 450,000,000 and approval
of a name change to a name including "Cryptometrics";
o the Registration Statement relating to the registration of the shares of
Common Stock being issued to the stockholders of Cryptometrics being declared
effective by the Securities and Exchange Commission;
o the listing of the Company's Common Stock on the NASDAQ Small Cap Market; and
o the Company not having outstanding indebtedness for borrowed money in excess
of the principal amount of $2,000,000.
In addition, the Closing is conditioned upon (i) each party completing a due
diligence review, the results of which are satisfactory in all respects to each
party, (ii) the Company and Cryptometrics obtaining all appropriate and
necessary corporate and stockholder approvals for the transaction, and (iii) the
entering into of definitive agreements among the parties, including, without
limitation, a mutually acceptable definitive acquisition agreement between
Cryptometrics and the Company.
Except for certain specified provisions, the Letter of Intent is non-binding.
There is no assurance that the definitive documentation called for in the Letter
of Intent will ever by executed, or if executed, that the proposed transaction
between the Company and Cryptometrics will be consummated.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the shares of
JAG Media Holdings, Inc. and Cryptometrics, Inc. in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under applicable securities laws, or absent the availability of an
exemption from such registration or qualification requirements.
The foregoing description of the Letter of Intent is qualified in its entirety
by reference to the Letter of Intent, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Non-Binding Letter of Intent, dated as of September 9, 2005, by and
between JAG Media Holdings, Inc. and Cryptometrics, Inc.
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
------------------------------------
Thomas J. Mazzarisi
Chief Executive Officer
Dated: September 13, 2005
INDEX TO EXHIBITS
Exhibit No. Description
- ------------- ------------
99.1 Non-Binding Letter of Intent, dated as of September 9, 2005, by
and between JAG Media Holdings, Inc. and Cryptometrics, Inc.