0000892251-12-000029.txt : 20120216 0000892251-12-000029.hdr.sgml : 20120216 20120216153130 ACCESSION NUMBER: 0000892251-12-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34796 FILM NUMBER: 12619254 BUSINESS ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 8-K 1 form8kfeb142012.htm FORM 8-K form8kfeb142012.htm
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 14, 2012

 
ZOO ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-34796
71-1033391
     
(State or Other Jurisdiction
(Commission File Number)
(I.R.S. Employer
of Incorporation)
  
Identification No.)

11258 Cornell Park Drive, Suite 608
Blue Ash, Ohio 45242
 (Address of principal executive
offices including zip code)
(513) 824-8297
 (Former name or 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 Definitive Material Agreement.
 
           Effective February 14, 2012,  Zoo Publishing, Inc.  (“Zoo Publishing”), a wholly-owned subsidiary of  Zoo Entertainment, Inc. (the “Company” or “Zoo Entertainment”), entered into the Third Amendment to Second Amended and Restated Factoring and Security Agreement (the “Factoring Agreement Amendment”) with Panta Distribution, LLC (“Panta”) and MMB Holdings LLC (“MMB”), pursuant to which the parties agreed to amend that certain Second Amended and Restated Factoring and Security Agreement dated as of October 28, 2011, by and between Zoo Publishing, Panta and MMB (the “Factoring Agreement”).
 
Pursuant to the Factoring Agreement Amendment,  MMB agreed to provide $232,000.00 in additional funding (the “Additional Funding”) to Zoo Publishing under the Factoring Agreement.  The Additional Funding shall bear interest at the lesser of a rate of 15% per annum, or the maximum rate permitted by law.
 
MMB, a limited liability company organized under the laws of Delaware, is owned by David E. Smith, a former director of the Company, and Jay A. Wolf, Executive Chairman of the Board of Directors of the Company.  Each of Mr. Smith and Mr. Wolf is a member, equity owner, and officer or manager, as the case may be, of MMB, and Mr. Smith is the managing member of Mojobear Capital, the managing member of MMB.

The foregoing description of the Factoring Agreement Amendment  does not purport to be complete and is qualified in their entirety by reference to such instrument, a copy of which the Company intends to file with its next periodic report.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet     Arrangement of a Registrant.
 
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Effective February 15, 2012, David Fremed’s Employment Agreement with the Company expired pursuant to its terms, and Mr. Fremed no longer serves as the Company’s Chief Financial Officer or its principal financial officer.  Mr. Fremed has agreed to provide certain consulting services to the Company through April 16, 2012.  Also effective February 15, 2012,  Mark Seremet, the Company’s President and Chief Executive Officer, will serve as the Company’s interim acting principal financial officer while the Company conducts a search for Mr. Fremed’s successor.


 
 
 
 
 

 

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.
 
 
 
Zoo Entertainment, Inc.
 
 
  
       
Date: February 16, 2012
By:
/s/ Mark Seremet
  
   
Mark Seremet
President and Chief Executive Officer