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): April 19, 2005
--------------
AGU Entertainment Corp.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
005-79752 84-1557072
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
3200 West Oakland Park Blvd., Lauderdale Lakes, Florida 33311
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(954) 714-8100
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(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 t 6 0 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 document may include a number of "forward-looking statements" as that
term is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
reflect management's current views with respect to future events and financial
performance and include statements regarding management's intent, belief or
current expectations, which are based upon assumptions about future conditions
that may prove to be inaccurate. Prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance,
involve risk and uncertainties, and that as a result, actual results may differ
materially from those contemplated by such forward-looking statements. Such
risks include, among other things, the volatile and competitive markets in which
we operate, our limited operating history, our limited financial resources, our
ability to manage our growth and the lack of an established trading market for
our securities. When considering forward-looking statements, readers are urged
to carefully review and consider the various disclosures, including risk factors
and their cautionary statements, made by us in this document and in our reports
filed with the Securities and Exchange Commission.
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2005, The Tube Music Network, Inc. ("The Tube"), the
television music network subsidiary of AGU Entertainment Corp. (the "Company"),
entered into a charter affiliate affiliation agreement, dated as of April 15,
2005 (the "Affiliation Agreement"), with Raycom Media, Inc. ("Raycom"). The
Affiliation Agreement provides that Raycom will broadcast The Tube via a new
broadcasting concept referred to as "multicasting," which enables consumers in
Raycom markets to receive The Tube with digital cable service or with television
sets that are enabled with digital tuners. Raycom owns and operates 39
television stations in 20 states, which cover over 10% of the United States
television households. The Affiliation Agreement provides that Raycom has the
exclusive right, and the obligation, to broadcast The Tube, during the term of
the Affiliation Agreement, from all of its existing and acquired stations in the
designated markets defined in the Affiliation Agreement. The Affiliation
Agreement provides the terms and conditions of broadcasting, as well as the
obligations of each of the parties.
Pursuant to the terms of the Affiliation Agreement, The Tube will pay a
portion of its advertising revenue and a portion of the revenue that it
generates from the sale of products on The Tube to Raycom as compensation, and
other compensation as described in the Affiliation Agreement. The initial term
of the Affiliation Agreement expires on March 31, 2010, with the option of
renewal for five additional years upon the mutual agreement of the parties.
Subject to certain conditions defined in the Affiliation Agreement, which
include a thirty-day cure period, each of the parties may terminate the
Affiliation Agreement with thirty days' prior notice to the other party. There
are no prior material relationships between the Company and Raycom.
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: April 22, 2005 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
-----------------------------
Name: John W. Poling
Title: Chief Financial Officer