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): May 6, 2011
H & H IMPORTS, INC.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation) | 000-53539 (Commission File Number) Identification No.
| 80-0149096 (IRS Employer
|
14044 Icot Boulevard
Clearwater, Florida 33768
(Address of principal executive offices) (Zip Code)
727.288.2739
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:
¨
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(b))
¨
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 7.01
Regulation FD Disclosure.
On May 6, 2011 and May 9, 2011 the registrant announced an amendment to its March 24, 2011 term sheet with SMS Audio, LLC. Copies of the press releases are attached as an exhibit to this Current Report on Form 8-K.
The registrant is furnishing the information under this Item 7.01 in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d) | Exhibits: |
Exhibit No. | Description |
99.1 | Press Release dated May 6, 2011 |
99.2 | Press Release dated May 9, 2011 |
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 thereunto duly authorized.
| H & H IMPORTS, INC. | |
|
|
|
| By: | /s/ Steve Rogai |
|
| Steve Rogai |
|
| President |
Date: May 9, 2011
EXHIBIT 99.1
TV Goods, Inc. and 50 Cent's SMS Audio, LLC Update Details of Preliminary Agreement for TV Goods to Provide Direct Response Marketing to SMS Audio, LLC
CLEARWATER, FL--(Marketwire - 05/06/11) - TV Goods, Inc. ("TV Goods"), a direct response marketing organization and wholly owned subsidiary of H & H Imports, Inc. (OTC.BB:HNHI), has announced that it and SMS Audio, LLC ("SMS"), an affiliate of rapper and business-mogul 50 Cent, have updated the terms of the term sheet executed by the parties on March 24, 2011, which contemplated an exclusive engagement for TV Goods to produce and distribute a direct response television infomercial to globally market a wireless over-the-ear headphone product that would bear the name "Sleek by 50." TV Goods and SMS have updated the term sheet to provide that any definitive agreement between the parties would relate to a wireless over-the-ear headphone product offered or sold by SMS that is endorsed by and/or and bears the name of "50 Cent." The definitive agreement between the parties is no longer contingent upon SMS consummating the acquisition of certain products from Sleek Audio, LLC as was previously announced by TV Goods on March 31, 2011 and is now only contingent upon the parties entering into a definitive agreement.
At the time the term sheet was originally announced, 50 Cent stated, "I feel TV Goods is the right partner for direct response marketing of our first audio product. This is their specialty. I know quality sound equipment, and TV Goods knows how to bring it to consumers through their living rooms."
When the terms of the arrangement were updated, Kevin Harrington, Chairman of TV Goods said, "We love working with 50 and hope to expand our collaboration with him to other categories of products."
About The Company:
H & H Imports, Inc. is the parent company of TV Goods, Inc. TV Goods, Inc. is a direct response marketing company. We identify, develop and market consumer products for global distribution. TV Goods was established by Kevin Harrington, a pioneer of direct response television. For more information go to www.TVGoodsInc.com.
Forward-Looking Statements:
Except for statements of historical fact, the matters discussed in this press release are forward-looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "expects," or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history, difficulty in identifying and marketing products, intense competition and additional risks factors as discussed in reports filed by the company with the Securities and Exchange Commission, which are available at http://www.sec.gov.
Contact:
Contact:
TV Goods Holding Corporation
Kathryn Goodbread
kgoodbread@tvgoodsinc.com
727-474-0598
TV Goods, Inc. Clarification of Its Relationship with 50 Cent's SMS Audio, LLC
CLEARWATER, FL--(Marketwire - 05/09/11) - TV Goods, Inc. ("TV Goods"), a direct response marketing organization and wholly owned subsidiary of H & H Imports, Inc. (OTC.BB:HNHI), in response to what it feels is some confusion in the market, has issued a clarification of its relationship with 50 Cent and SMS Audio, LLC ("SMS"), an affiliate of rapper and business-mogul 50 Cent.
On Friday, Sleek Audio LLC issued a press release stating that it had terminated its relationship with 50 Cent and his companies and that Sleek had also terminated an earlier tri-party deal between Sleek, G-Unit LLC (a company owned by 50 Cent) and TV Goods. In actuality, it was G-Unit that terminated a Brand Licensing Agreement that it had entered into with Sleek, which termination automatically triggered the termination of the earlier announced tri-party agreement.
However, not long after the termination of the tri-party agreement, TV Goods and 50 Cent, via his affiliate company, SMS Audio, LLC, entered into a Term Sheet for the two parties to continue joint efforts to produce and distribute a direct response television infomercial to globally market a wireless over-the-ear headphone product offered or sold by SMS that is endorsed by and/or and bears the name of "50 Cent." Sleek is not a party to that Term Sheet.
The original Term Sheet, as previously announced, was strictly limited to marketing the "Sleek by 50" product and was dependent upon SMS and Sleek reaching an agreement on the acquisition of rights to that product. Under the revised Term Sheet, the definition of "Product" is now not restricted to an over-the-ear headphone product only from Sleek but now includes an over-the-ear headphone product offered or sold by SMS that is endorsed by and/or and bears the name of "50 Cent." This could result in getting a product to market sooner. It also removes the requirement that SMS first reach an understanding with Sleek. Now that is no longer required to be accomplished before TV Goods and SMS move forward on a product.
50 Cent, through his affiliate organizations, remains a significant shareholder of TV Goods, owning 7.5 million shares and 22.5 million warrants, which he, via his affiliate G-Unit, purchased for $750,000.
At the time the term sheet was originally announced 50 Cent stated, "I feel TV Goods is the right partner for direct response marketing of our first audio product. This is their specialty. I know quality sound equipment, and TV Goods knows how to bring it to consumers through their living rooms."
When the terms of the arrangement were updated, Kevin Harrington, Chairman of TV Goods, in a previous press release said, "We love working with 50 and hope to expand our collaboration with him to other categories of products."
About The Company:
H & H Imports, Inc. is the parent company of TV Goods, Inc. TV Goods, Inc. is a direct response marketing company. We identify, develop and market consumer products for global distribution. TV Goods was established by Kevin Harrington, a pioneer of direct response television. For more information go to www.TVGoodsInc.com.
Forward-Looking Statements:
Except for statements of historical fact, the matters discussed in this press release are forward-looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "expects," or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history, difficulty in identifying and marketing products, intense competition and additional risks factors as discussed in reports filed by the company with the Securities and Exchange Commission, which are available at http://www.sec.gov.
Contact:
Contact:
TV Goods Holding Corporation
Kathryn Goodbread
kgoodbread@tvgoodsinc.com
727-474-0598