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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): FEBRUARY 28, 2007
MPLC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-51353 06-1390025
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
42 CORPORATION PARK, SUITE 250
IRVINE, CALIFORNIA 92606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 777-3700
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))
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of MPLC,
Inc. ("MPLC" or the "Company") to be materially different from future results,
performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
future plans, strategies and expectations of the Company, are generally
identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.
Forward-looking statements are based on assumptions that may be incorrect, and
there can be no assurance that any projection or other expectation included in
any forward-looking statement will come to pass. The actual results of the
Company could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors. Except as required by
applicable laws, MPLC undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2007, we entered into a Securities Purchase Agreement
(the "Purchase Agreement") with various accredited investors as listed on the
signature pages thereto (the "Investors"), pursuant to which we agreed to sell
to the Investors in a private offering approximately 8,334 shares of our Series
D 8% Convertible Preferred Stock, par value $0.10 per share (the "Series D
Preferred Stock"), for an aggregate purchase price of approximately ten million
eight hundred dollars ($10,000,800). After placement agent fees and expenses, we
received net proceeds of approximately $9,250,000 in the offering.
In addition, pursuant to a Registration Rights Agreement with the
Investors, dated as of February 28, 2007 (the "Registration Rights Agreement"),
we granted the Investors certain registration rights with respect to all of the
shares of our common stock, par value $0.01 per share ("Common Stock") issuable
upon conversion of the shares of Preferred Stock and upon conversion of the
shares of any other series of our preferred stock (including our Series B and
Series C convertible Preferred Stock) owned by the Investors. On or prior to
April 14, 2007, we are required to prepare and file with the Securities and
Exchange Commission a registration statement on Form S-3, or on another
appropriate form, covering the resale of all of the registerable securities.
The description contained in this Item 1.01 of certain terms of the
Purchase Agreement and the Registration Rights Agreement and the transactions
contemplated by the Purchase Agreement and the Registration Rights Agreement are
qualified in their entirety by reference to the full text of the forms of
Purchase Agreement and Registration Rights Agreement, a copy of which are
attached hereto as Exhibits 10.1 and 10.2 respectively.
On March 6, 2007, we filed a press release announcing the completion of
financing, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1.
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information contained in Item 1.01 and Item 5.03 of this Current
Report on Form 8-K with respect to the securities issued in the private offering
is hereby incorporated by reference. The securities issued pursuant to the above
transactions were issued pursuant to Section 4(2) of the Securities Act, and the
rules and regulations promulgated thereunder, including Rule 506 of Regulation
D.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR
On February 28, 2007 we filed with the Secretary of State of the State
of Delaware a Certificate of Designation, Preferences and Rights of Series D
Convertible Preferred Stock (the "Certificate of Designation") designating 8,334
shares of our authorized preferred stock as Series D Preferred Stock. The
Certificate of Designation was approved by our Board of Directors.
Each share of Series D Preferred Stock will be automatically converted
into sixty thousand (60,000) shares of Common Stock without any further action
by the holder of such share, whether or not the certificates representing such
shares are surrendered, immediately upon the availability of a sufficient number
of authorized shares of Common Stock to permit the conversion of the shares of
Series D Preferred Stock into shares of Common Stock (the "Conversion Date").
The holders of Series D Preferred Stock are entitled to vote or render
written consents together with the holders of the Common Stock, and any other
class or series of capital stock of the corporation entitled to vote together
with the holders of the Common Stock as a single class on all matters submitted
for a vote (or written consents in lieu of a vote) of holders of Common Stock,
and are entitled to other voting rights as are specified in the Delaware General
Corporation Law, our certificate of incorporation, as amended to date and
currently in effect, and the Certificate of Designation.
On all matters as to which shares of Common Stock or Series D Preferred
Stock are entitled to vote or consent, each share of Series D Preferred Stock
entitles its holder to the number of votes that the Common Stock into which it
is convertible would have if such Series D Preferred Stock had been so converted
into Common Stock as of the record date established, or if no such record date
is established, at the date such vote is taken or any written consent of
stockholders is solicited. The holders of Series D Preferred Stock are entitled
to receive notice of any stockholders' meeting in accordance with our
certificate of incorporation and bylaws, each as amended to date and currently
in effect.
Holders of the shares of Series D Preferred Stock shall be entitled to
receive, and the Corporation shall pay, dividends at the rate per share (as a
percentage of the stated value per share, which is $1,200.00) of 8% per annum
accruing daily from and after the 90th calendar day after the first issuance of
shares of Series D Preferred Stock. Accrued dividends shall be accreted to the
stated value and converted into Common Stock on the Conversion Date.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
NUMBER DESCRIPTION
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4.1 Certificate of Designation
10.1 Form of Securities Purchase Agreement
10.2 Form of Registration Rights Agreement
99.1 Press Release
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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.
MPLC, INC.
(Registrant)
Dated: March 6, 2007
/s/ Allan Legator
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Allan Legator
Chief Financial Officer and Secretary
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EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
4.1 Certificate of Designation
10.1 Form of Securities Purchase Agreement
10.2 Form of Registration Rights Agreement
99.1 Press Release
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