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): December 8, 2004
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AGU Entertainment Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
005-79752 84-1557072
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(Commission File Number) (IRS Employer Identification No.)
3200 West Oakland Park Blvd., Lauderdale Lakes, Florida 33311
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(Address of Principal Executive Offices) (Zip Code)
(954) 714-8100
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(Registrant's Telephone Number, Including Area Code)
N/A
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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
AMENDMENT NO. 2 TO AGREEMENT FOR PURCHASE AND SALE
On November 30, 2004, we entered into Amendment No. 2 to Agreement for
Purchase and Sale (the "Amendment No. 2") with Charley Zeches, in her capacity
as trustee of Lakes Holding Trust U/A (the "Seller"). The Agreement for Purchase
and Sale, dated effective as of September 10, 2004, as amended by the Amendment
for Purchase and Sale, dated effective as of October 25, 2004, relates to the
purchase by us from Seller of the real property located at 3200 West Oakland
Park Boulevard, Lauderdale Lakes, Florida. The Amendment No. 2 extends the
closing date from November 30, 2004 to December 20, 2004, decreases the
conversion price on the promissory note from $3.50 to $2.50 per share, and
obligates us to pay an additional fee of $37,500 in the form of 37,500 shares of
our common stock and $37,500 in cash to the Seller. The Amendment No. 2 also
contains an extension option that would permit us to extend the closing date to
January 15, 2004, subject to certain conditions.
SETTLEMENT AGREEMENT
Effective December 8, 2004, Allen Jacobi resigned as President of
Pyramid Records International, Inc., a Florida corporation and one of our
subsidiaries. We are not obligated to make any payments to him under the
termination provisions of his employment agreement. On December 8, 2004, as part
of his resignation, we and our subsidiaries, The Tube Music Network, Inc., a
Florida corporation, and Pyramid Records International, Inc., a Florida
corporation, entered into a Mutual Release and Settlement Agreement (the
"Settlement Agreement") with Allen Jacobi, Josh Danoff, Jeff Shane, Delsy
Gutierrez, each employees of Allen Jacobi, Pyramid Records Corp., a Florida
corporation, and Pyramid Media Group, Inc., a Florida corporation (the "Pyramid
Parties").
Under the terms of the Settlement Agreement, the Pyramid Parties must
deliver all rights to certain master recordings to us, pay all brokerage
commissions under the license agreement, deliver all business files and
computers to us, forfeit all rights to a telephone number and notify parties to
certain agreements that the Pyramid Parties are no longer authorized to act on
our behalf. The terms of the Settlement Agreement provide for us to pay $11,000
for an outstanding legal bill owed by Pyramid Records Corp., permit Allen Jacobi
to retain $40,000 received under a license agreement, transfer any rights to the
existing Stephen Stills contract to Allen Jacobi, subject to approval by the
artist, and relinquish all rights to an internet domain name. We will also be
entitled to all future monies to be received under the license agreement.
FORWARD- LOOKING STATEMENTS
This report may include a number of "forward-looking statements" as
that term is defined in Section 27A of the Securities Act of 1933, as amended,
(the "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). These statements reflect management's current
views with respect to future events and financial performance and include
statements regarding the intent, belief or current expectations of us and
members of our management team, as well as the assumptions on which such
statements are based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance, involve
risk and uncertainties, and that actual results may differ materially from those
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contemplated by such forward-looking statements. Readers are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports filed with the Securities and Exchange Commission. Important
factors currently known to management could cause actual results to differ
materially from those in forward-looking statements. We undertake no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes in the future operating
results over time. We believe that our assumptions are based upon reasonable
data derived from and known about our business and operations.
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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.
Dated: December 14, 2004 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
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Name: John W. Poling
Title: Chief Financial Officer
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