0001213900-14-002023.txt : 20140331 0001213900-14-002023.hdr.sgml : 20140331 20140331172033 ACCESSION NUMBER: 0001213900-14-002023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140326 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: Financial Statements and Exhibits FILED AS OF DATE: 20140331 DATE AS OF CHANGE: 20140331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITARA MEDIA CORP. CENTRAL INDEX KEY: 0001350773 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 203881465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51840 FILM NUMBER: 14731272 BUSINESS ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 2620 CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: (201) 539-2200 MAIL ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 2620 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Ascend Acquisition Corp. DATE OF NAME CHANGE: 20060124 8-K 1 f8k032614_kitara.htm CURRENT REPORT f8k032614_kitara.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): March 26, 2014
 
KITARA MEDIA CORP.
(Exact Name of Registrant as Specified in Charter)
 
Delaware    000-51840     20-3881465 
(State or Other Jurisdiction of Incorporation)     (Commission File Number)        (IRS Employer Identification No.)
 
 525 Washington Blvd Suite 2620 Jersey City, New Jersey    07310
 (Address of Principal Executive Offices)       (Zip Code)
 
(201) 539-2200
(Registrant’s Telephone Number, Including Area Code)

N/A
(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 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 Material Definitive Agreement.
 
On March 26, 2014, in consideration of amounts loaned to Kitara Media Corp. (the “Company”), the Company issued a promissory note (the “Note”) in favor of Ironbound Partners Fund LLC (“Ironbound”), with a principal amount of $1,000,000.  The principal balance, together with interest, is due on the earlier of (a) April 25, 2014 and (b) the consummation by the Company of a private placement of its equity or debt securities or any other financing raising gross proceeds of at least $1,000,000 (either the “Maturity Date”).  However, the Note may be prepaid at any time without penalty or premium, except the payment of then-accrued interest.  Upon occurrence of an event of default by reason of failure to timely pay amounts owed under the Note, Ironbound may (i) by written notice, declare the unpaid principal balance, together with interest, immediately due and payable or (ii) appoint a number of members of the Board of Directors of the Company to constitute a majority of the Board to serve until all amounts due under the Note are paid.  Upon occurrence of an event of default by reason of certain insolvency events, the entire unpaid balance, together with interest, automatically and immediately becomes due and payable.  Interest accrues on the unpaid balance at an annual rate equal to LIBOR as published in the Wall Street Journal plus 1% per annum until the principal amount due under the Note has been paid in full.  In the event the Note is not paid by or on the Maturity Date, or such earlier date upon acceleration of repayment, the interest rate increases to 13% per annum from the date on which payment was due.
 
Ironbound is an affiliate of Jonathan J. Ledecky, the non-executive chairman of the Company’s board of directors.
 
The foregoing is only a brief description of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to the agreement, which is filed as an exhibit to this Current Report.
 
Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.

Item 9.01       Financial Statements, Pro Forma Financial Information and Exhibits.

(d)   Exhibits:
 
Exhibit   Description
10.1
  
Promissory Note, dated March 26, 2014, in the original principal amount of $1,000,000 in favor of Ironbound Partners Fund LLC.
 
 
 
 
 
SIGNATURE
 
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.
 
  KITARA MEDIA CORP.
     
Dated: March 31, 2014 
By:
/s/ Robert Regular
    Robert Regular
    Chief Executive Officer
     
 
 
EX-10.1 2 f8k032614ex10i_kitara.htm PROMISSORY NOTE f8k032614ex10i_kitara.htm
Exhibit 10.1
PROMISSORY NOTE


$1,000,000.00
March 26, 2014
 
Kitara Media Corp. (the “Maker”) promises to pay to the order of Ironbound Partners Fund LLC (the “Payee”) the principal sum of One Million Dollars and No Cents ($1,000,000.00) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below.
 
1.        Payment.  The principal balance of this Note, together with all interest accrued thereon, shall be repayable on the earlier of April 25, 2014 and the consummation by Maker of a private placement of its equity or debt securities or any other financing raising gross proceeds of at least $1 million.  This Note, however, may be prepaid in whole or in part at any time without penalty or premium, but with payment of accrued interest to the date of prepayment.
 
2.        Interest.  Interest shall accrue on the unpaid principal balance of this Note at an annual rate equal to the London Inter Bank Offered Rate as published in the Wall Street Journal plus 1% per annum until the principal amount of, and all accrued interest on, this Note has been paid in full.  Interest for any period shall be computed on the basis of the actual number of days elapsed and a year of 360 days.  The interest rate provided in this Note shall apply to the indebtedness evidenced hereby before, on, and after the date or dates on which the Payee enters judgment on this Note.  If this Note is not repaid on the maturity date or such earlier date as to which the repayment obligation may be accelerated as indicated below, the rate of interest applicable to the unpaid principal amount shall be adjusted to thirteen percent (13%) per annum from the maturity date (or such earlier date if the obligation to repay this Note is accelerated) until the date of repayment; provided, that in no event shall the interest rate exceed the Maximum Rate (defined below). If it is determined that, under the laws relating to usury applicable to Maker or the indebtedness evidenced by this Note (“Applicable Usury Laws”), the interest charges and fees payable by Maker in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest rate shall be lowered to the Maximum Rate.
 
3.         Application of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any accrued, unpaid interest and finally to the reduction of the unpaid principal balance of this Note.
 
4.         Events of Default.  The following shall constitute Events of Default:
 
4.1       Failure to Make Required Payments.  Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due.
 
(b)       Bankruptcy, Etc.  The filing, as to the Maker, of an involuntary petition which is not dismissed within sixty (60) consecutive days or of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors; or the Maker shall make a general assignment for the benefit of creditors.
 
 
 
 
 
5.         Remedies.
 
5.1        Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, together with accrued interest thereon and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
 
5.2        Upon the occurrence of an Event of Default specified in Section 4(a), Payee shall also have the right, but not the obligation, to appoint a number of members of the Board of Directors of Maker such that such appointees, together with Payee, shall constitute a majority of the Board of Directors of Maker.  Such appointees shall remain on the Board of Directors until such time as all amounts owed hereunder have been paid in full.
 
5.3       Upon the occurrence of an Event of Default specified in Section 4(b), the unpaid principal balance of, all accrued, unpaid interest thereon, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
 
6.        Waivers.  Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
 
7.         Notices.  Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
 
 
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If to Maker:

Kitara Media Corp.
525 Washington Blvd.
Suite 2620
Jersey City, New Jersey 07310
Attn : Robert Regular
Fax:
Email: bob@kitaramedia.com

If to Payee:

Ironbound Partners Fund LLC
970 West Broadway, PMB 402
Jackson, Wyoming 83002
Attn: Jonathan J. Ledecky
Fax:
Email: jledecky@aol.com


Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
 
8.         Governing Law and Jurisdiction.  This Note shall be governed by and construed in accordance with the law of the State of New York regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.  MAKER AND EACH OTHER PARTY LIABLE HEREFOR, IN ANY LITIGATION IN WHICH PAYEE SHALL BE AN ADVERSE PARTY, WAIVES TRIAL BY JURY AND WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE, SETOFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION. ANY SUCH LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK.
 
9.         Severability.  Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
10.       Preparation of Note.  This Note has been prepared by Graubard Miller (“GM”) solely in its role as counsel to Maker.  GM is not acting as legal counsel nor providing any legal representation or consultative services to Payee.  Accordingly, Payee has been advised to seek the advice of other counsel in connection with the negotiation and preparation of this Note.
 
 
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.
 
 
KITARA MEDIA CORP.
     
 
By:
/s/ Robert Regular
    Name: Robert Regular
    Title: Chief Executive Officer
     

 
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