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): July 13, 2005
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IMAGE INNOVATIONS HOLDINGS INC.
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(Exact name of small Business Issuer as specified in its charter)
NEVADA 0-50119 91-1898414
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
432 PARK AVENUE SOUTH, NEW YORK, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 589-9994
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N/A
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(Former name or former address, if changes 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:
|_| 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 July 13, 2005, the Registrant executed a concession agreement with NCL
(Bahamas) Ltd., (Norwegian Cruise Lines) and Fine Art Wholesalers Inc., pursuant
to which NCL is granting to Fine Arts an exclusive concession, for an initial
term of two years, to sell fine art and conduct auctions of art owned by Fine
Arts onboard vessels owned by NCL. The Concession Agreement provides that Fine
Arts shall pay to NCL thirty-five percent (35%) of the total revenues generated
by Fine Arts from art auction and other related sales, subject to certain
minimum guaranteed amounts for each calendar month during the term.
In accordance with the Concession Agreement, the Registrant has agreed to
post an $8 million irrevocable letter of credit in favor of NCL in order to (i)
guarantee payment of the revenue percentages and/or minimum guaranteed amounts,
as applicable, payable by Fine Arts to NCL under the Concession Agreement, and
(ii) guarantee the payment of $8 million to NCL in the event the Registrant
acquires the business of Fine Arts and subsequently sells, transfers or
otherwise disposes of such business during the term of the Concession Agreement.
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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.
IMAGE INNOVATIONS HOLDINGS INC.
(Registrant)
Date: July 19, 2005 By: /s/ Michael Preston
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Michael Preston
Chief Executive Officer