UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 10, 2013 (December 10, 2013)
ACCELERIZE NEW MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-52635 |
20-3858769 | ||
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(Commission File Number) |
(IRS Employer Identification No.) | ||
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2244 West Coast Highway, Suite 250 Newport Beach, California |
92663 | ||
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(Address of Principal Executive Offices) |
(Zip Code) | ||
(949) 515-2141
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 December 10, 2013, Accelerize New Media, Inc., or the Company, entered into Amendment Number Two to Asset Purchase Agreement, or the Second Amendment, with Emerging Growth LLC, a Delaware limited liability company, or the Buyer, which Second Amendment modified certain terms of the Asset Purchase Agreement, or the Agreement, dated as of September 27, 2012, between the Company and the Buyer. The Agreement was previously amended by Amendment Number One to the Agreement, or the First Amendment, on June 10, 2013. The Agreement was described in the Company’s Current Report on Form 8-K dated September 27, 2012 and the First Amendment was described in the Company’s Current Report on Form 8-K dated June 10, 2013.
Pursuant to the Agreement, the Buyer purchased the assets comprising the Company’s online marketing services business, or the Assets. Pursuant to the First Amendment, the Buyer delivered an Amended and Restated Services Note, or the Amended and Restated Services Note, with an initial principal balance of $451,126.60 to the Company. The Amended and Restated Services Note provided that the Buyer may render services to the Company of a nature and at a cost to be agreed with the Company, and the aggregate amount of such services would reduce the principal balance of the Amended and Restated Services Note. The Company has determined that it no longer desires such services after December 31, 2013. Pursuant to the Second Amendment, the Buyer paid $57,175.73 to the Company on December 10, 2013, which amount includes all unpaid interest on the Amended and Restated Services Note through the date of payment, following which the Amended and Restated Services Note and its remaining balance of $254,277.08 was cancelled and the Company released its security interest in the Assets. To the Company’s knowledge, certain of the members of the Buyer are shareholders of the Company, though these members do not currently own in the aggregate more than five percent of the membership interests in the Buyer or of the shares of the Company. The terms of the Second Amendment were negotiated at arms’ length between the Company and the Buyer.
The descriptions of the Second Amendment, First Amendment and the Amended and Restated Services Note, and the Agreement are not complete and are subject to and qualified in their entirety by reference to the Second Amendment, First Amendment and the Amended and Restated Services Note, and the Agreement, respectively, copies of which are filed as exhibits to the Company’s Current Reports on Form 8-K filed today, on June 10, 2013, and on September 27, 2012, respectively, and are incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In connection with the Second Amendment, the Amended and Restated Services Note was cancelled on December 10, 2013. The information disclosed in Item 1.01 with respect to the cancellation of the Amended and Restated Services Note is incorporated into this Item 1.02 in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
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10.1 |
Amendment Number Two to Asset Purchase Agreement, dated December 10, 2013, between Accelerize New Media, Inc. and Emerging Growth LLC. |
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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ACCELERIZE NEW MEDIA, INC.
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By: |
/s/ Brian Ross | |
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Name: |
Brian Ross | |
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Title: |
President and Chief Executive Officer |
Date: December 10, 2013
Exhibit 10.1
AMENDMENT NUMBER TWO TO ASSET PURCHASE AGREEMENT
AMENDMENT NUMBER TWO dated as of December 10, 2013 (this “Amendment”) to ASSET PURCHASE AGREEMENT dated as of September 27, 2012 (the “Agreement”) by and between ACCELERIZE NEW MEDIA, INC., a Delaware corporation (“Seller”) and EMERGING GROWTH LLC, a Delaware limited liability company (“Buyer”).
RECITALS
WHEREAS, Seller and Buyer have executed and delivered the Agreement;
WHEREAS, Seller and Buyer have executed and delivered Amendment Number One to the Agreement on June 10, 2013;
WHEREAS, in consideration of the Payment (as defined below), Seller desires to cancel the Amended and Restated Services Note;
WHEREAS, Seller and Buyer desire to amend the Agreement as and to the extent herein set forth; and
WHEREAS, capitalized terms used and not otherwise defined herein shall have the same meanings as they do in the Agreement as amended.
NOW THEREFORE, in consideration of the covenants and conditions set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Payment of Amended and Restated Services Note. Buyer and Seller agree that as of the date hereof, the outstanding principal plus accrued interest of the Amended and Restated Services Note is Three Hundred Eleven Thousand Four Hundred Fifty-Two Dollars and Eighty-One Cents ($311,452.81). On the date hereof, Buyer shall pay to Seller the amount of Fifty Seven Thousand One Hundred Seventy-Five Dollars and Seventy-Three Cents ($57,175.73) (the “Payment”) by wire transfer of immediately available funds to the Seller’s Account and upon receipt of the Payment by Seller the outstanding principal plus accrued interest of the Amended and Restated Services Note shall be deemed satisfied and the Amended and Restated Services Note shall be cancelled.
2. Release of Security for Purchase Price. Buyer and Seller agree that upon receipt of the Payment, the obligations of Buyer under the Amended and Restated Services Note shall be deemed satisfied and the Security Agreement shall be terminated. Buyer is authorized by Seller to file a Uniform Commercial Code termination statement with respect to the collateral secured by the Security Agreement.
3. Miscellaneous. As of the date hereof, Buyer makes the representations contained in Section 5.1 of the Agreement and, with respect to this Amendment, Sections 5.2 through 5.6 of the Agreement. As of the date hereof, Seller makes the representations contained in Section 4.1 of the Agreement and, with respect to this Amendment, Sections 4.2, 4.3, 4.4, 4.8 and 4.9 of the Agreement. Except as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or .pdf signature shall be deemed an original for all purposes under this Amendment. This Amendment shall be construed in accordance with and governed by the laws of the State of New York, with regard to the principles of conflicts or choice of law.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.
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SELLER:
ACCELERIZE NEW MEDIA, INC. |
BUYER:
EMERGING GROWTH LLC |
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By: /s/ Brian Ross Name: Brian Ross Title: Chief Executive Officer |
By: /s/ Darren Dayton Name: Darren Dayton Title: Managing Member |