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 4, 2006
ROO Group, Inc.
---------------
(Exact name of registrant as specified in its charter)
Delaware 000-25659 11-3447894
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On December 4, 2006, Lou Kerner was appointed as Chief Financial Officer
of ROO Group, Inc. (the "Company"). Mr. Kerner served as President and Chief
Operating Officer of Bolt Media from May 2003 through August 2006, where he was
responsible for day-to-day management of the corporation including strategy,
finance, sales, marketing and business development. Prior to Bolt Mr. Kerner was
as an equity analyst at Mark Asset Management from April 2002 through August
2002 where he followed media companies. From Freburary 2000-February 2002, Mr.
Kerner was Chief Executive Officer of The .tv Corporation, where he built a
successful, global organization to commercialize the top level domain .tv. The
..tv Corporation was acquired by Verisign. Mr. Kerner holds a Bachelor of Arts
degree from U.C.L.A and an MBA from Stanford University.
The Company entered into an employment agreement with Mr. Kerner. The
agreement may be terminated by either party upon two weeks written notice. Mr.
Kerner's base salary under the agreement is $3,846.15 per week. Mr. Kerner's
base salary will be reviewed at least annually and the Company may determine at
such time to vary the base salary. Pursuant to the terms of the agreement, Mr.
Kerner shall receive a $25,000 bonus per calendar quarter, with the first
quarter's bonus paid upon execution of the agreement. In addition, Mr. Kerner
was granted a four year option to purchase 500,000 shares of ROO Media
Corporation, the Company's wholly owned subsidiary, which is exercisable at
$2.20 per share.
The Company issued a press release on December 4, 2006 announcing the
appointment of Mr. Kerner as Chief Financial Officer as described above which is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
- --------------------------------------------------------------------------------
10.1 Employment Agreement with Lou Kerner dated November 27, 2006
99.1 Press Release dated December 4, 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: December 8, 2006 /s/ Robert Pett
-----------------------
Robert Petty
Chief Executive Officer
3