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): May 21, 2013
AS SEEN ON TV, INC.
(Exact name of registrant as specified in its charter)
Florida | 000-53539 | 80-0149096 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
14044 Icot Boulevard
Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)
(727) 288-2738
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 (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.
Assignment and Assumption Agreement
On May 21, 2013, TVGoods, Inc. (“TVG”), a wholly owned subsidiary of As Seen On TV, Inc. (the “Company”), entered into an Assignment and Assumption Agreement (the “Assignment”) with the Company under which it transferred and assigned to the Company all of its rights, obligations, interests and liabilities under the License Agreement dated February 8, 2012 (the “License Agreement”) between TVG and Kevin Harrington, the chairman of the Company’s board of directors.
Second Amendment to License Agreement
Also on May 21, 2013, the Company and Mr. Harrington entered into the Second Amendment (the “License Amendment”) to the License Agreement, pursuant to which (1) the First Amendment to the License Agreement dated March 8, 2013 was deleted in its entirety, (2) Mr. Harrington retained, as owner, and the Company acquired, as licensee, exclusive rights to Mr. Harrington’s name, likeness and other intellectual property rights and (3) Mr. Harrington’s obligation to pay the Company 50% of certain speaking fees was deleted.
Second Amendment to Services Agreement
Also on May 21, 2013, the Company and Mr. Harrington entered into the Second Amendment (the “Services Amendment”) to the Services Agreement dated October 28, 2011 (the “Services Agreement”) between the Company and Mr. Harrington, pursuant to which (1) Sections 2 and 6 of the First Amendment to the Services Agreement dated March 8, 2013 were deleted in their entirety and (2) Section 2 of the Services Agreement was amended to define Mr. Harrington’s general duties and to clarify his rights and obligations with respect to speaking engagements, corporate opportunities and product endorsements.
The foregoing descriptions of the Assignment, the License Amendment and the Services Amendment do not purport to be complete and are qualified in their entirety by reference to the Assignment, the License Amendment and the Services Amendment, copies of which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 5.02 by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Assignment and Assumption Agreement, dated May 21, 2013, between TVGoods, Inc. and As Seen On TV, Inc.
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| Second Amendment to License Agreement, dated May 21, 2013, between As Seen On TV, Inc. and Kevin Harrington.
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| Second Amendment to Services Agreement, dated May 21, 2013, between As Seen On TV, Inc. and Kevin Harrington.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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As Seen On TV, Inc. | ||
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By: |
| /s/ Ronald C. Pruett, Jr. |
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| Ronald C. Pruett, Jr. |
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| Chief Executive Officer |
Date: May 24, 2013
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EXHIBIT INDEX
Exhibit No. |
| Description |
| Assignment and Assumption Agreement, dated May 21, 2013, between TVGoods, Inc. and As Seen On TV, Inc.
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| Second Amendment to License Agreement, dated May 21, 2013, between As Seen On TV, Inc. and Kevin Harrington.
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| Second Amendment to Services Agreement, dated May 21, 2013, between As Seen On TV, Inc. and Kevin Harrington.
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Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is entered into effective as of May 21, 2013 by and between TVGoods, Inc., a Florida corporation ("Assignor") and As Seen On TV, Inc., a Florida corporation ("Assignee").
(A)
Assignor is a party to that certain License Agreement dated as of February 8, 2012 between Assignor and Kevin Harrington (the “License”).
(B)
Assignor desires to assign the License to Assignee.
NOW, THEREFORE, the parties hereby agree as follows:
1
Assignor hereby does transfer and assign to Assignee all of Assignor's rights, obligations, interests and liabilities under the License.
2
For and in consideration of the assignment hereunder, Assignee hereby assumes all of Assignor's rights, obligations, interests and liabilities under the License to the same extent as though it had originally been named as a party thereto and agrees to observe, perform and fulfill all the terms and conditions of the License and to the same extent as if it had been originally named as a party thereto.
3
This Assignment shall be binding upon, and inure to the benefit of, Assignor and Assignee, and their respective successors and assigns.
4
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflicts of law principles.
TVGOODS, INC. | AS SEEN ON TV, INC. |
By /s/ Dennis W. Healey | By /s/ Ronald C. Pruett, Jr. |
Name: Dennis W. Healey Title: Chief Financial Officer | Name: Ronald C. Pruett, Jr. Title: Chief Executive Officer |
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Exhibit 10.3
SECOND AMENDMENT TO
LICENSE AGREEMENT
This Second Amendment (the “Second Amendment”) dated as of May 21, 2013 (the “Amendment Effective Date”) amends the License Agreement dated as of February 8, 2012 and all amendments thereto (the “License”) by and between As Seen On TV, Inc., a Florida corporation, as assignee of TVGoods, Inc. (“ASTV”) and Kevin Harrington (“Mr. Harrington”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings as given to them in the License.
WHEREAS, ASTV and Mr. Harrington are parties to that certain Amendment to Agreement dated as of March 8, 2013 (the “First Amendment”) amending the License in certain respects; and
WHEREAS, ASTV and Mr. Harrington desire to further amend the License,
NOW, THEREFORE, the parties hereby agree as follows:
1.
The First Amendment is deleted in its entirety.
2.
The defined term “TVG” is hereby replaced with “ASTV” wherever it appears in the License.
3.
Section 2 of the License is hereby amended to read in its entirety as follows:
“2.
GRANT OF LICENSE. Mr. Harrington hereby grants to ASTV, its successors, assigns and sub-licensees an exclusive, irrevocable, worldwide license (with the right to grant sublicenses) to publish, reproduce or otherwise use, separately or together, the Licensed Property, including, without limitation, any such materials that may serve as trademarks or service marks, or in which Mr. Harrington may hold copyrights, in connection with any commercial purpose. For the avoidance of doubt, Mr. Harrington shall continue to exercise all ownership rights over the Licensed Property, except for the right to further license or otherwise transfer the Licensed Property.”
4.
Section 3 of the License is hereby amended to insert the following after the word “employee” in the third line thereof: “or service provider”.
5.
Section 10 of the License is hereby deleted in its entirety.
6.
This Second Amendment is effective as of the Amendment Effective Date. Except as amended hereby, the terms and conditions of the License remain in full force and effect. Any conflict between the provisions of this Second Amendment and the License shall be resolved in favor of the provisions of this Second Amendment.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Amendment.
AS SEEN ON TV, INC. |
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By /s/ Ronald C. Pruett, Jr. | /s/ Kevin Harrington |
Name: Ronald C. Pruett, Jr. Title: Chief Executive Officer | KEVIN HARRINGTON |
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Exhibit 10.4
SECOND AMENDMENT TO
SERVICES AGREEMENT
This Second Amendment (the “Second Amendment”) dated as of May 21, 2013 (the “Amendment Effective Date”) amends the Services Agreement dated as of October 28, 2011 and all amendments thereto (the “Agreement”) by and between As Seen On TV, Inc., a Florida corporation (the “Company”) and Kevin Harrington (the “Service Provider”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings as given to them in the Agreement.
WHEREAS, the Company and the Service Provider have entered into that certain Amendment to Agreement dated as of March 8, 2013 (the “First Amendment”) amending the Agreement in certain respects; and
WHEREAS, the Company and the Service Provider desire to further amend the Agreement,
NOW, THEREFORE, the parties hereby agree as follows:
1.
Section 2 and Section 6 of the First Amendment are deleted in their entirety.
2.
Section 2(a) of the Agreement is hereby amended to read in its entirety as follows:
“(a)
General Duties. During the Term, the Service Provider shall serve as the Company’s principal brand ambassador. In this capacity, the Service Provider shall embody a positive identity on behalf of the Company through his appearance, demeanor, values and ethics. Service Provider shall report to the Company’s chief executive officer, with whom he will develop and implement promotional strategies to expand and strengthen relationships between the Company and its customers and between the Company and its vendors, agents and suppliers. In his public actions and statements, the Service Provider shall always portray the Company and its business in a positive manner.”
3.
The Agreement is hereby amended to add a new Section 2(e) as follows:
“(e)
Speaking Engagements. Notwithstanding any other provision of this Agreement, the Service Provider shall have the right to undertake speaking engagements anywhere in the world, and to retain any speaking fees or other compensation resulting therefrom; provided, that such speaking engagements do not interfere or conflict with performance of the Service Provider’s duties under Section 2(a) and are undertaken at Service Provider’s expense. The Service Provider will notify the Company of all speaking engagements at least one week in advance.”
4.
The Agreement is hereby amended to add a new Section 2(f) as follows:
“(f)
Corporate Opportunities. The Company and Service Provider anticipate that the Service Provider will regularly become aware of new product ideas, proposals, submissions and other opportunities (collectively, the “Opportunities”). As between the Service Provider and the Company, the Company shall have sole ownership of the Opportunities. The Service Provider shall (i) treat all Opportunities as Confidential Information under Section 7, (ii) direct all Opportunities to the Company and to no other person and (iii) use diligent efforts to ensure the Company has all information required to evaluate and develop all Opportunities.”
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Exhibit 10.4
5.
The Agreement is hereby amended to add a new Section 2(g), as follows:
“(g)
Testimonials. The Service Provider may endorse products or services of third parties if authorized to do so by the chief executive officer of the Company in accordance with this Section 2(g). The Service Provider will inform the chief executive officer and the chief legal counsel of the Company of any proposed endorsement and the nature of the products or services involved. Within seven days thereafter, the chief executive officer of the Company will authorize the endorsement, decline to authorize the endorsement or request additional information. If the chief executive officer requests additional information, within three days thereafter the Service Provider will provide the requested information and, within three days after receipt of the requested information, the chief executive officer will authorize the endorsement or decline to authorize the endorsement. The chief executive officer will not unreasonably decline to authorize an endorsement. If an endorsement is authorized, the Service Provider will undertake the endorsement at his expense. Any failure by the chief executive officer to respond within a time period set forth above shall be deemed to authorize the endorsement.”
6.
This Second Amendment is effective as of the Amendment Effective Date. Except as amended hereby, the terms and conditions of the Agreement remain in full force and effect. Any conflict between the provisions of this Second Amendment and the Agreement shall be resolved in favor of the provisions of this Second Amendment.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Amendment.
AS SEEN ON TV, INC. |
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By /s/ Ronald C. Pruett, Jr. | /s/ Kevin Harrington |
Name: Ronald C. Pruett, Jr. Title: Chief Executive Officer | KEVIN HARRINGTON |
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ACKNOWLEDGED: | |
HARRINGTON BUSINESS DEVELOPMENT, INC. |
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By /s/ Kevin Harrington |
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Name: Kevin Harrington Title: President |
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