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): November 14, 2006
ROO Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-25659 11-3447894
-------- --------- ----------
(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:
Richard A. Friedman, 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.
Item 3.02 Unregistered Sales of Equity Securities.
On November 14, 2006, ROO Group, Inc. (the "Company") entered into a securities
purchase agreement pursuant to which the Company sold an aggregate of 8,378,377
shares of the Company's common stock and warrants to purchase an additional
2,513,513 shares of the Company's common stock to accredited investors. The
offering closed on November 16, 2006. The unit price of the common stock and
corresponding warrant was $1.85. The warrants have an exercise price of $3.00
per share and a term of five years. At any time at which the market price of the
Company's Common Stock exceeds $5.00 for 10 trading days during any 20
consecutive trading days, the Company may elect to call the warrants, provided
that, the shares underlying such warrants are registered pursuant to a
registration statement.
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, the
Company must pay liquidated damages to the investors equal to 1% of the dollar
amount of their investment for each calendar month or portion thereof that the
registration statement is not filed, up to a maximum of 10%. Also, 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
1% of the dollar amount of their investment for each calendar month or portion
thereof that the registration statement is declared effective, up to a maximum
of 10%, which increases to 18% if the registration statement is not declared
effective within 2 years following the closing date.
Merriman Curhan Ford & Co. and Brimberg & Co. financial advisors and registered
broker-dealers, acted as placement agents for the sale of the Company's common
stock.
The offering was made pursuant to an exemption from securities registration
afforded by Section 4(2) the Securities Act of 1933, as amended and/or
Regulation D promulgated thereunder.
1
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
- -------- --------------------------------------------------------------------
4.1 Form of Warrant
10.1 Securities Purchase Agreement dated November 14, 2006 among ROO
Group, Inc. and the purchasers listed on Exhibit A thereto
10.2 Escrow Agreement dated August 14, 2006 among ROO Group, Inc., the
purchasers signatory thereto, and Sichenzia Ross Friedman Ference
LLP
99.1 Press Release dated November 16, 2006
2
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: November 17, 2006 /s/ Robert Petty
-----------------------------------
Robert Petty
Chief Executive Officer
3