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): January 9, 2012
eDiets.com, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-30559 | 56-0952883 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1000 Corporate Drive
Suite 600
Fort Lauderdale, FL 33334
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (954) 360-9022
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 January 9, 2012, eDiets.com, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the Registration Rights Agreement dated November 29, 2011 (the “Original Agreement”) with BBS Capital Fund, L.P. (“BBS Capital”). Under the terms of the Original Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register the resale of 1.0 million shares of the Company’s common stock issued to BBS Capital in a previously announced private placement. Under the terms of the Amendment, the Company agreed to file the registration statement within ten (10) business days after the filing with the SEC of the Company’s annual report on Form 10-K or March 30, 2012, whichever occurs first.
The foregoing description of the Original Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the previously filed Original Agreement, and by reference to the Amendment, a copy of which is filed as Exhibit 10.63 to this Current Report on Form 8-K and is incorporated herein by reference.
The Amendment is provided to give investors information regarding its terms. Investors are not third-party beneficiaries under the Amendment and should not view the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.63 | Amendment No. 1 to Registration Rights Agreement dated January 9, 2012 by and between eDiets.com, Inc. and BBS Capital Fund, L.P. | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| eDiets.com, Inc. | ||
| By: | /s/ Kevin McGrath | |
| Kevin McGrath | ||
| Chief Executive Officer and President | ||
Date: January 10, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.63 | Amendment No. 1 to Registration Rights Agreement dated January 9, 2012 by and between eDiets.com, Inc. and BBS Capital Fund, L.P. | |
Exhibit 10.63
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (the “Amendment”) is dated as of January 9, 2012 to that certain Registration Rights Agreement (the “Agreement”) dated as of November 29, 2011 by and among eDiets.com, Inc., a Delaware corporation (the “Company”), and BBS Capital Fund, L.P. (the “Holder”). Capitalized terms not otherwise defined in this Amendment have the meanings provided in the Agreement.
R E C I T A L S
(a) The Holder is the holder of the Registrable Securities.
(b) The Company and the Holder desire to amend the Agreement in the manner set forth herein to facilitate the orderly registration of the Registrable Securities.
NOW, THEREFORE, in consideration of their mutual promises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 1.a. is hereby amended to read in its entirety as follows:
a. subject to receipt of reasonably necessary information from each Holder, prepare and file with the Securities and Exchange Commission (the “SEC”), within ten (10) business days after the filing with the SEC of the Company’s annual report on Form 10-K or March 30, 2012, whichever occurs first (the “Form 10-K Filing Date”), a registration statement (the “Registration Statement”) on Form S-3 (except if the Company is not then eligible to register on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) to enable the resale by the Holders from time to time of (i) the Holder Shares and (ii) the shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Holder Shares (collectively, the “Registrable Securities”);
2. Section 1.b. is hereby amended to read in its entirety as follows:
b. use its best efforts, subject to receipt of necessary information from each Holder, to cause the Registration Statement to become effective as soon as practicable, but in no event later than 60 days after the Form 10-K Filing Date (the “Required Effective Date”); provided, however, if the SEC requires the Company to amend or supplement its preliminary Registration Statement, the Required Effective Date shall be no later than 120 days after the Form 10-K Filing Date;
3. In all other respects the Agreement shall remain unaltered and continue in full force and effect and nothing herein shall be construed as a waiver or modification of existing rights under the Agreement, except as such rights are expressly modified by this Amendment. This Amendment and the Agreement shall be read and construed as one document.
4. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. In the event that any signature is delivered by fax or electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature were an original.
[Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed (in the case of the Company, by its authorized officer) as of the day and year first above written.
| EDIETS.COM, INC. | ||
| By: | /s/ Kevin N. McGrath | |
| Name: | Kevin N. McGrath | |
| Title: | President and CEO | |
| BBS CAPITAL FUND, L.P. | ||
| By: | /s/ Berke Bakay | |
| Name: | Berke Bakay | |
| Title: | Managing Director | |