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
March 1, 2010
Date of Report (Date of earliest event reported)
GLOBAL ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-50643 86-0933274
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1600 N. Desert Drive, Suite 301, Tempe, AZ 85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 994-0772
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:
[ ] Written communications pursuant to Rule 425 under 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
INVESTMENT BANKING AGREEMENT
On March 1, 2010, Global Entertainment Corporation (Global) entered into an
investment banking service agreement with Miller Capital Markets, LLC (MCM). The
agreement is effective February 14, 2010, and has a term of one year. Pursuant
to this agreement, MCM will advise Global with respect to potential mergers,
acquisitions, and public and private financing transactions.
In consideration for these services, MCM will receive 10% of the gross proceeds
of any private placement of equity and 4% of the gross proceeds of any private
placement of debt. With respect to public offerings, MCM will receive a
percentage of the gross proceeds of such offerings as follows: (i) 2.75% for
offerings of $10 million or less, (ii) 2.25% for offerings of $10 million to $20
million, (iii) 1.75% for offerings of $20 million to $30 million, and (iv) 1.25%
of offerings of $30 million or more. MCM will also have the right to receive
warrants to purchase shares or units equivalent to 10% of the shares or units
issued as part of any equity transaction wherein MCM provided services under
this agreement, with the exercise price of such warrants being equal to 110% of
the per share or unit value of the equity securities issued. Warrants would
expire in five years from the date of the equity offering, and would include
piggyback registration rights for MCM on any future registration statements
filed by Global. At any time within 12 months of a successful debt or equity
financing event during the term of this agreement, MCM will have the right of
first refusal to serve as Global's investment banker for any other financing
transaction.
If Global is acquired or involved in a merger with or acquisition of another
business or entity, MCM will receive (i) 5% of the consideration from $1 up to
$3 million, plus (ii) 4% of the consideration from $3 million to $6 million,
plus (iii) 3% of the consideration from $6 million to $9 million, plus (iv) 2%
of the consideration from $9 million to $12 million, plus (v) 1% of the
consideration in excess of $12 million.
FINANCIAL SERVICES CONSULTING AGREEMENT
On March 1, 2010, Global entered into a consulting agreement with Miller Capital
Corporation (MCC). The agreement is effective February 14, 2010, with a term of
one year. MCC will provide Global with financial consulting services related to
Global's funding requirements, public and private debt and equity financing,
potential merger and acquisition transactions, and investor relations. As
consideration for its services, MCC will receive twelve monthly payments of
$9,000 each; additionally, MCC received a restricted stock grant of 2,000 shares
of Global common stock on February 14, 2010, with 1,000 shares vesting on
February 14, 2011, and the remaining 1,000 shares vesting on February 14, 2012.
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MATERIAL RELATIONSHIPS
Rudy Miller, a principal and major equity holder of MCM and MCC, beneficially
held 519,210 shares of Global common stock as of August 31, 2009, accounting for
7.27% of all outstanding shares of Global common stock on that date.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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10.10 Investment Banking Services Agreement between Global
Entertainment Corporation and Miller Capital Markets, LLC,
dated February 14, 2010
10.11 Consulting Agreement between Global Entertainment
Corporation and Miller Capital Corporation, dated February
14, 2010
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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.
GLOBAL ENTERTAINMENT CORPORATION
Date: March 4, 2010 By: /s/ James Yeager
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Name: James Yeager
Title: Senior Vice-President and
Chief Financial Officer
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