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) October 12, 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 October 12, 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
3,400,000 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. Each unit was
sold for a purchase price of $1.00 for a total purchase price of $3,400,000. 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
10.1 and is incorporated herein by reference.
On October 12, 2006, the Company entered into a Series A Convertible Preferred
Stock Purchase Agreement (the "Series A Purchase Agreement") with Trinad
Management, LLC ("Trinad"). Pursuant to the terms of the Series A Purchase
Agreement, Trinad has agreed to purchase 100,000 shares of the Company's Series
A Convertible Preferred Stock, par value 0.0001 per share (the "Series A
Preferred"), for an aggregate purchase price of $100,000. Series A Preferred
holders are entitled to convert, at their option, all or any shares of the
Series A Preferred into the number of fully paid and nonassessable shares of
Common Stock equal to the number obtained by dividing the original purchase
price of such Series A Preferred, plus the amount of any accumulated but unpaid
dividends as of the conversion date by the original purchase price (subject to
certain adjustments) in effect at the close of business on the conversion date.
The description of terms and conditions of the Series A Purchase Agreement set
forth herein does not purport to be complete and is qualified in its entirety by
the full text of the Series A Purchase Agreement, which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
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 (i) the issuance of the Securities to certain investors on October
12, 2006, and (ii) the issuance of the Series A Preferred to Trinad on October
12, 2006 is incorporated by reference herein and made a part hereof. The
issuance of the Securities and the Series A Preferred was made in reliance on
the exemption from registration contained in Section 4(2) of the Securities Act
of 1933, as amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 12, 2006, the Company filed, upon recommendation of its Board of
Directors, a Certificate of Amendment to the Restated Certificate of
Incorporation with the State of New Jersey to create a series of preferred
stock, par value .0001 per share, designated as the "Series A Convertible
Preferred Stock."
This summary is subject to and qualified in its entirety by reference to the
text of the Certificate of Amendment to the Restated Certificate of
Incorporation, which is included as Exhibits 3.1 to this filing and is
incorporated in this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Amendment to the Restated Certificate of
Incorporation
4.1 Form of Warrant
10.1 Form of Subscription Agreement between the Company and
certain investors listed thereto
10.2 Series A Convertible Preferred Stock Purchase Agreement
dated October 12, 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: October 18, 2006
By: /s/ Robert Ellin
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Robert Ellin
Chairman and Chief Executive Officer