-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SE8P96ZYY9BI2XVcZ9NY5IllVhHBY7OayW4eTQWGth7/g3kW+7rmFOBExPZgUpBY 06/lf/ZilIZph4Fr5F+NiA== 0001144204-08-040397.txt : 20080717 0001144204-08-040397.hdr.sgml : 20080717 20080717114953 ACCESSION NUMBER: 0001144204-08-040397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080711 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080717 DATE AS OF CHANGE: 20080717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SouthPeak Interactive CORP CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51869 FILM NUMBER: 08956393 BUSINESS ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. DATE OF NAME CHANGE: 20050815 8-K 1 v119991_8k.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): July 17, 2008 (July 11, 2008)
 
SouthPeak Interactive Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
000-51693
  
20-3303304
(State or Other
Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

2900 Polo Parkway, Suite 200
Midlothian, Virginia 23113
(Address of principal executive offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (804) 378-5100
 
 
(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 (See General Instruction A.2. below):
 
 
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 3.02.    Unregistered Sales of Equity Securities.
 
On July 11, 2008, SouthPeak Interactive Corporation, a Delaware corporation (the “Company”) issued 880,000 additional shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred”), to certain additional investors pursuant to the purchase agreement for the sale of Series A Preferred originally entered into by the Company on May 12, 2008 (the “Preferred Stock Purchase Agreement”). The Company is relying upon Rule 506 of Regulation D under the Securities Act of 1933, as amended, in connection with the issuance of these shares. Since May 12, 2008, the Issuer has sold an aggregate of 13,864,833 shares of Series A Preferred for aggregate consideration of $13,864,833, including the conversion of $2,093,333 in principal and interest. In exchange for investment banking services related to the sale of the Series A Preferred, the Company shall pay HCFP/Brenner Securities LLC a fee consisting of (a) cash in an amount equal to 6.5% of the gross proceeds received by the Company, including the conversion of indebtedness, (b) warrants with an exercise price of $1.00 to purchase a number of shares of common stock equal to 10% of the total number of shares of Series A Preferred issued by the Company, and (c) one of the Company’s Class Y warrants for every ten Class Y warrants issued pursuant to the Preferred Stock Purchase Agreement.

Item 9.01.    Financial Statements and Exhibits.
 
Exhibits
 
Exhibit
Number
 
Description
10.4
 
Purchase Agreement, dated as of May 12, 2008, among the Registrant, SouthPeak Interactive, L.L.C., and the investors set forth therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 17, 2008
     
  SouthPeak Interactive Corporation
 
 		  
 		  
 
  By:   /s/ Terry M. Phillips
 
Terry M. Phillips, Chairman
 

EXHIBIT INDEX 

Exhibit
Number
 
Description
10.4
 
Purchase Agreement, dated as of May 12, 2008, among the Registrant, SouthPeak Interactive, L.L.C., and the investors set forth therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
 
 
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