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): December 28, 2005
ROO Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-25659 11-3447894
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
228 East 45th Street 8th Floor New York, NY 10017
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (646) 352-0260
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 December 28, 2005, ROO Group, Inc. (the "Company") entered into a
Common Stock Purchase Agreement pursuant to which the Company sold $5,100,000 of
shares of common stock and warrants to accredited investors. The shares of
common stock were sold at a price of $3.00 per share. Each investor will be
issued warrants to purchase a number of shares of common stock equal to 40% of
the number of shares of common stock purchased. The warrants have an exercise
price of $4.00 per share and a term of five years. The transaction was exempt
from registration requirements pursuant to Rule 506 of Regulation D promulgated
under the Securities Act of 1933, as amended.
The Company agreed that within 60 days of meeting the listing requirements
of The Nasdaq SmallCap Market, it will file an initial listing application for
its common stock to be listed on The Nasdaq SmallCap Market and that within 60
days of meeting the listing requirements of The Nasdaq National Market, the
Company will file an initial listing application for its common stock to be
listed on The Nasdaq National Market.
The Company also granted investors a right to participate in subsequent
financings of the Company until June 28, 2007.
The Company agreed to prepare and file a registration statement with the
Securities and Exchange Commission registering the resale of the shares of
common stock sold in the private placement on or prior to 30 days following the
closing date. If the registration statement is not filed within such time or if
the registration statement is not declared effective within 120 days following
the closing date, the Company must pay liquidated damages to the investors equal
to 2% of the dollar amount of their investment for each calendar month or
portion thereof that the registration statement is not filed or declared
effective.
Pali Capital, Inc. and Brimberg & Co., both registered broker-dealers,
acted as placement agents for the sale of the Company's common stock. In
connection with the closing, the Company paid the placement agents a cash fee
equal to 8% of the gross proceeds. In addition, the Company is required to issue
the placement agents warrants to purchase a number of shares of common stock
equal to 10% of the shares of common stock sold in the private placement with an
exercise price of $3.00 per share exercisable for a period of five years. The
placement agents have piggyback registration rights with respect to the shares
of common stock issuable upon exercise of the placement agent warrants.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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4.1 Form of investor warrant
4.2 Form of placement agent warrant
10.1 Common Stock Purchase Agreement dated December 28, 2005
among ROO Group, Inc. and the purchasers listed on Exhibit
A thereto
10.2 Escrow Agreement dated December 28, 2005 among ROO
Group, Inc., the purchasers signatory thereto and Kramer
Levin Naftalis & Frankel LLP
10.3 Registration Rights Agreement dated December 28, 2005
among ROO Group, Inc. and the purchasers listed on
Schedule 1 thereto
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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.
ROO Group, Inc.
Date: December 29, 2005 /s/ Robin Smyth
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Robin Smyth
Chief Financial Officer
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