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): July 31, 2009
ATRINSIC,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12555
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06-1390025
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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469
7th
Avenue, 10th Floor,
New York, NY 10018
(Address
of Principal Executive Offices/Zip Code)
(212)
716-1977
(Registrant’s
telephone number, including area code)
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))
On July 31, 2009, Atrinsic, Inc. (the
“Company”) entered into an Asset Purchase Agreement (the “Agreement”) with
ShopIt, Inc., a Delaware corporation (“ShopIt”) pursuant to which the Company
acquired certain assets from ShopIt, including, but not limited to ShopIt’s
intellectual property, domain names and websites (including the website
ShopIt.com), and assumed certain liabilities of ShopIt relating directly to the
acquired assets. In consideration for the assets, the Company at the
closing (i) cancelled US $1,815,000 in aggregate principal amount of
indebtedness (plus all interest, fees and other amounts owing thereon) owed by
ShopIt to the Company, (ii) assumed the liabilities mentioned above in
connection with the acquired assets (iii) paid to ShopIt US $450,000 and (iv)
issued 380,000 shares
of the Company’s common stock, of which 180,000 shares were distributed to
certain secured debtholders of ShopIt and 200,000 shares were placed in escrow
to be available until July 31, 2010 to satisfy any exercise by the Company of
its offset rights under the Agreement. Prior to the transaction, the
Company was ShopIt’s largest secured creditor, holding a majority in interest of
ShopIt’s outstanding secured convertible promissory notes.
The
foregoing descriptions of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibits 99.1.
A copy of
a press release issued by the Company regarding this transaction is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
The
following exhibits are filed herewith:
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Exhibit
Number
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Description
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| |
|
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99.1
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Asset
Purchase Agreement entered into on July 31, 2009, by and among Atrinsic,
Inc., a Delaware corporation and ShopIt, Inc., a Delaware
corporation.
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| |
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99.2
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Press
release issued by Atrinsic, Inc., dated August 5,
2009.
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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.
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Atrinsic, Inc. |
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By:
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/s/ Andrew Zaref
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Andrew
Zaref |
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Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit
Number
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Description
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| |
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99.1
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Asset
Purchase Agreement entered into on July 31, 2009, by and among Atrinsic,
Inc., a Delaware corporation and ShopIt, Inc., a Delaware
corporation.
|
| |
|
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99.2
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Press
release issued by Atrinsic, Inc., dated August 5,
2009.
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