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 14, 2006
Mediavest, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 00-10039 22-2267658
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067
(Address of principal executive
offices including zip code)
(310) 601-2500
(Registrant's telephone number,
including area code)
N.A.
(Former name or former address, if changed since last report)
|_| 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 September 14, 2006, the Company entered into a Subscription Agreement (the
"Subscription Agreement") by and between the Company and certain investors,
pursuant to which such investors have agreed to subscribe for an aggregate of
2,800,000 units consisting of (i) one share of common stock, $0.0001 par value
per share, of the Company (the "Common Stock") and (ii) one Warrant (the
"Warrant", and together with the Common Stock, the "Securities") to purchase, at
an exercise price of $2.00 per share, one share of Common Stock. The Warrants
will expire on September 14, 2008. Each unit was sold for a purchase price of
$1.00 for a total purchase price of $2,800,000. The Subscription Agreement
contains standard piggyback registration rights with respect to the Securities.
The description of terms and conditions of the Subscription Agreement set forth
herein does not purport to be complete and is qualified in its entirety by the
full text of the Subscription Agreement, which is attached hereto as Exhibit 4.1
and is incorporated herein by reference.
On September 14, 2006, the Company entered into a Management Agreement (the
"Management Agreement") with Trinad Management, LLC ("Trinad"), an affiliate of
Trinad Capital LP which is one of our principal shareholders. Pursuant to the
terms of the Management Agreement, which is for a term of 5 years, Trinad will
provide certain management services, including, without limitation the sourcing,
structuring and negotiation of a potential business combination transaction
involving the Company. The Company has agreed to pay Trinad a management fee of
$90,000 per quarter, plus reimbursement of all expenses reasonably incurred by
Trinad in connection with the provision of management services. Either party may
terminate with prior written notice. However, in the event the Company
terminates the Management Agreement, it shall pay to Trinad a termination fee of
$1,000,000.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K with
respect to the issuance of the Securities to certain investors on September 14,
2006 is incorporated by reference herein and made a part hereof. The issuance of
the Securities was made in reliance on the exemption from registration contained
in Section 4(2) of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, including Regulation D.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
4.1 Form of Warrant
10.1 Form of Subscription Agreement dated September 14, 2006 between the
Company and certain investors listed thereto
10.2 Management Agreement dated September 14, 2006 between the Company
and Trinad Management, LLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Mediavest, Inc.
(Registrant)
Dated: September 20, 2006 By: /s/ Robert Ellin
---------------------------------
Robert Ellin
Chairman and Chief Executive Officer