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): May 6, 2009
MAVEN MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-151108 26-2255797
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1649 Dartmouth Street
Chula Vista, CA 91913
(Address of principal executive offices) (zip code)
(619) 866-6160
(Registrant's telephone number, including area code)
(Former address, if changed since last report)
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 May 6, 2009, Maven Media Holdings, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), with Waste2Energy Acquisition Co., a Delaware corporation and a
wholly-owned subsidiary of the Company (the "Subsidiary"), and Waste2Energy,
Inc., a Delaware corporation ("Waste2Energy"). Pursuant to the Merger Agreement,
on the closing date of the merger, the Subsidiary will merge with and into
Waste2Energy which will be the surviving company and a wholly-owned subsidiary
of the Company (the "Merger").
Pursuant to the Merger Agreement, upon completion of the Merger, the
Company will issue 45,819,395 shares of the Company's common stock (the
"Acquisition Shares") to the shareholders of Waste2Energy (the "Waste2Energy
Shareholders") in exchange for 100% of the issued and outstanding capital stock
of Waste2Energy. The 45,819,395 Acquisition Shares represent approximately 98%
of the Company's aggregate issued and outstanding common stock, after
cancellation of 2,000,000 outstanding shares as described below. Pursuant to the
Merger Agreement, holders of Waste2Energy's issued and outstanding warrants to
purchase 17,660,000 shares of common stock at prices ranging from $.10 to $.75
will have their warrants cancelled and the Company will issue them identical
warrants to purchase shares of the Company's common stock (the "Acquisition
Warrants").
The Company's obligation to complete the Merger is subject to the
fulfillment or waiver by the Company of conditions contained in the Merger
Agreement including, but not limited to, the following conditions:
* Waste2Energy must deliver an executed copy of the Merger Agreement;
* Waste2Energy must obtain all consents or approvals required to be
obtained by it to complete the Merger; and
* Waste2Energy must deliver to the Company an officer's certificate
containing articles, bylaws, and certified copies of the resolutions
of the shareholders and directors of Waste2Energy as required to
authorize the Merger.
Waste2Energy's obligation to complete the Merger is subject to the
fulfillment or waiver by Waste2Energy of the conditions contained in the Merger
Agreement including, but not limited to, the following conditions:
* the Company must deliver to Waste2Energy an executed copy of the
Merger Agreement;
* the Company and Adrienne Humphreys, the sole officer, director and the
principal stockholder of the Company (the "Company Principal"), shall
enter into and complete a separation agreement in acceptable form
pursuant to which the Company Principal shall resign as an officer and
director of the Company and shall return 2,000,000 shares of the
Company's common stock for cancellation contemporaneously with the
Merger;
* the Company shall have completed a private placement pursuant to
which it received gross proceeds of at least $500,000;
* the Company shall have delivered to Waste2Energy an officer's
certificate containing articles, bylaws, and certified copies of such
resolutions of the directors of the Company and the Subsidiary as are
required to be passed to authorize the execution, delivery and
implementation of the Merger Agreement;
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* the Company shall have delivered to Waste2Energy a certified copy of a
resolution of the directors of the Company dated as of the closing
date for the Merger appointing the nominees of the Waste2Energy
Shareholders to the board of directors of the Company; and
* the Company must deliver to Waste2Energy an opinion of counsel to the
Company reasonably acceptable to Waste2Energy.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached as an exhibit to this Current Report on Form 8-K and is
incorporated into this Item by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell Company Transactions. Not Applicable
(d) Exhibits
Exhibit Number Description
- -------------- -----------
99.1 Agreement and Plan of Merger, dated May 6, 2009, among the
Maven Media Holdings, Inc., Waste2Energy Acquisition Co. and
Waste2Energy, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAVEN MEDIA HOLDINGS, INC.
Dated: May 7, 2009 By: /s/ Adrienne Humphreys
----------------------------------
Name: Adrienne Humphreys
Title: President
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Exhibit Number Description
- -------------- -----------
99.1 Agreement and Plan of Merger, dated May 6, 2009, among the
Maven Media Holdings, Inc., Waste2Energy Acquisition Co. and
Waste2Energy, Inc.