Nevada |
7370 |
13-3750988 |
||||||||
Nevada |
7370 |
42-1745941 |
||||||||
(State or
other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Marc H.
Bell Chief Executive Officer and President FriendFinder Networks Inc. 6800 Broken Sound Parkway, Suite 200 Boca Raton, Florida 33487 Telephone: (561) 912-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Please send a copy of all communications to: Bradley D. Houser Esq. Akerman Senterfitt One Southeast Third Ave., 25th Floor Miami, Florida 33131-1714 Telephone: (305) 374-5600 Fax: (305) 374-5095 |
Large accelerated
filer |
[ ] |
Accelerated filer |
[ ] |
||||||||||||
Non-accelerated
filer |
[ ] |
Smaller reporting company |
[X] |
||||||||||||
(Do
not check if a smaller reporting company) |
Exact Name of Subsidiary Guarantor |
State or Other Jurisdiction of Incorporation or Formation |
I.R.S. Employer Identification Number |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Argus
Payments Inc. |
Delaware |
45-2494661 |
||||||||
Big Island
Technology Group, Inc. |
California |
20-8009795 |
||||||||
Blue Hen
Group Inc. |
Delaware |
45-2539667 |
||||||||
Confirm ID,
Inc. |
California |
74-3037020 |
||||||||
Danni Ashe,
Inc. |
California |
95-4665271 |
||||||||
Fastcupid,
Inc. |
California |
20-2997869 |
||||||||
Fierce Wombat
Games Inc. (f/k/a Big Ego Games Inc.) |
California |
27-3532019 |
||||||||
Flash Jigo
Corp. |
Delaware |
27-4660821 |
||||||||
FriendFinder
California Inc. |
California |
77-0522750 |
||||||||
FriendFinder
Ventures Inc. |
Nevada |
27-4663125 |
||||||||
FRNK
Technology Group |
California |
94-3277102 |
||||||||
General Media
Art Holding, Inc. |
Delaware |
13-4042637 |
||||||||
General Media
Communications, Inc. |
New
York |
13-3502237 |
||||||||
General Media
Entertainment, Inc. |
New
York |
13-3592960 |
||||||||
Global
Alphabet, Inc. |
California |
77-0527649 |
||||||||
GMCI Internet
Operations, Inc. |
New
York |
13-4097655 |
||||||||
GMI On-Line
Ventures, Ltd. |
Delaware |
13-4097656 |
||||||||
Magnolia
Blossom Inc. |
Delaware |
45-2538925 |
||||||||
Medley.com
Incorporated |
California |
03-0543594 |
||||||||
NAFT News
Corporation |
California |
27-3634385 |
||||||||
Penthouse
Digital Media Productions Inc. |
New
York |
65-1251056 |
||||||||
Penthouse
Images Acquisitions, Ltd. |
New
York |
13-3599228 |
||||||||
Playtime
Gaming Inc. |
California |
27-3634371 |
||||||||
PerfectMatch
Inc. (f/k/a Goldenrod Spear Inc.) |
Delaware |
45-2539020 |
||||||||
PMGI Holdings
Inc. |
Delaware |
20-1942663 |
||||||||
PPM
Technology Group, Inc. |
California |
20-8009876 |
||||||||
Pure
Entertainment Telecommunications, Inc. |
New
York |
90-0209626 |
||||||||
Sharkfish,
Inc. |
California |
56-2471221 |
||||||||
Snapshot
Productions, LLC |
Texas |
46-0477091 |
||||||||
Streamray
Inc. |
Nevada |
88-0422716 |
||||||||
Streamray
Studios Inc. |
California |
26-4311009 |
||||||||
Tan Door
Media Inc. |
California |
26-4311100 |
||||||||
Traffic Cat,
Inc. |
California |
56-2471223 |
||||||||
Transbloom,
Inc. |
California |
74-3021168 |
||||||||
Various, Inc.
|
California |
77-0477762 |
||||||||
Video Bliss,
Inc. |
California |
95-4566760 |
||||||||
West Coast
Facilities Inc. |
California |
59-3814751 |
||||||||
XVHUB Group
Inc. (f/k/a Giant Swallowtail Inc.) |
Delaware |
45-2539401 |
Page |
||||||
---|---|---|---|---|---|---|
SUMMARY
|
1 | |||||
THE OFFERING
|
6 | |||||
RATIO OF
EARNINGS TO FIXED CHARGES |
11 | |||||
RISK FACTORS
|
12 | |||||
USE OF
PROCEEDS |
21 | |||||
DILUTION
|
21 | |||||
SELLING
SECURITYHOLDERS |
22 | |||||
BUSINESS
|
31 | |||||
MARKET PRICE
OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
3 3 | |||||
SELECTED
CONSOLIDATED FINANCIAL DATA |
3 4 | |||||
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
3 5 | |||||
FORWARD-LOOKING STATEMENTS |
3 6 | |||||
DIRECTORS AND
EXECUTIVE OFFICERS |
39 | |||||
EXECUTIVE
COMPENSATION |
40 | |||||
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
4 1 | |||||
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
4 2 | |||||
PLAN OF
DISTRIBUTION |
4 3 | |||||
DESCRIPTION
OF NOTES |
4 5 | |||||
DESCRIPTION
OF CAPITAL STOCK |
5 6 | |||||
DESCRIPTION
OF OTHER INDEBTEDNESS |
6 2 | |||||
INTERESTS OF
NAMED EXPERTS AND COUNSEL |
6 2 | |||||
LEGAL MATTERS
|
6 3 | |||||
EXPERTS
|
6 3 | |||||
WHERE YOU CAN
FIND MORE INFORMATION |
6 3 | |||||
INCORPORAT ION BY REFERENCE OF CERTAIN DOCUMENTS |
6 3 | |||||
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS |
F-1 |
|
Social Networking. Approximately 67% and 70% of our total net revenues for the years ended December 31, 2011 and 2010 were generated through our targeted social networking technology platform. Our social networking technology platform provides users who register or purchase subscriptions to one or more of our websites with the ability to communicate and to establish new connections with other users via our personal chat rooms, instant messaging and e-mail applications and to create, post and view content of interest. The content on our social networking sites is generated by our users for our users. Our social networking technology platform is extremely scalable and requires limited incremental cost to add additional users or to create new websites catering to additional unique audiences. As a result, we have been able to rapidly create and seamlessly maintain multiple websites tailored to specific categories or genres and designed to cater to targeted audiences with mutual interests. We believe that our ability to create and operate a diverse network of specific interest websites with unique, user-generated content in a cost-effective manner is a significant competitive differentiator that allows us to implement a subscription-fee based revenue model while many other popular social networking websites rely primarily upon free-access, advertising-based revenue models. |
|
Live Interactive Video. Approximately 25% and 22% of our total net revenues for the years ended December 31, 2011 and 2010 were generated through our live interactive video technology platform. Our live interactive video technology platform is a live video broadcast platform that enables models to broadcast from independent studios throughout the world and interact with our users via instant messaging and video. Users are charged on a per-minute basis to interact with models. We pay a percentage of the revenues we generate to the studios that employ the models. We believe our live interactive video platform provides a unique offering including bi-directional and omnidirectional video and interactive features that allow models to communicate with and attract users through a variety of mediums including blogs, newsletters and video. As a result, many studios and their models prefer our platform given our audience size and international reach, and our users prefer our platform as a result of the quality and variety of our models, the reliability of our network and the diversity of interactive features our platform provides. In addition, we believe the reliability of our live interactive video technology platform is a key factor allowing us to maintain a large base of users. |
|
Visitors. Visitors are users who visit our websites but do not necessarily register. Visitors come to our websites through a number of channels, including by being directed from affiliate websites, keyword searches through standard search engines and by word of mouth. We believe we achieve large numbers of unique visitors because of our focus on continuously enhancing the user experience and expanding the breadth of our services. |
|
Registrants. Registrants are visitors who complete a free registration form on one of our websites by giving basic identification information and submitting their e-mail address. For the years ended December 31, 2011 and 2010, we averaged 5.8 and 6.0 million new registrations on our websites each month. Some of our registrants are also members, as described below. |
|
Members. Members are registrants who log into one of our websites and make use of our free products and services. Members are able to complete their personal profile and access our searchable database of members but do not have the same full-access rights as subscribers. For the years ended December 31, 2011 and 2010, we averaged more than 3.7 million and 4.1 million new members on our websites each month. |
|
Subscribers. Subscribers are members who purchase daily, three-day, weekly, monthly, quarterly, annual or lifetime subscriptions for one or more of our websites. Subscribers have full access to our websites and may access special features. For the years ended December 31, 2011 and 2010, we had a monthly average of approximately 920 thousand and 1 million paying subscribers. |
|
Paid Users. Paid users are members who purchase products or services on a pay-by-usage basis. For the years ended December 31, 2011 and 2010, we averaged approximately 2.9 million and 3.0 million purchased minutes by paid users each month. |
|
Average Revenue per Subscriber. We calculate average revenue per subscriber, or ARPU, by dividing net revenue for the period by the average number of subscribers in the period and by the number of months in the period. As such, our ARPU is a monthly calculation. For the years ended December 31, 2011 and 2010, our average monthly revenue per subscriber was $20.14 and $20.41. For more information regarding our revenue, see the sections entitled Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, 2011 as Compared to the Year Ended December 31, 2010 , of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which is incorporated by reference elsewhere in this Prospectus Supplement. |
|
Churn. Churn is calculated by dividing terminations of subscriptions during the period by the total number of subscribers at the beginning of that period. Our average monthly churn rate, which measures the rate of loss of subscribers, for the years ended December 31, 2011 and 2010 was approximately 16.2% and 15.9%. |
|
Cost Per Gross Addition. Cost per gross addition, or CPGA, is calculated by adding affiliate commission expense plus ad buy expenses and dividing by new subscribers during the measurement period. Our CPGA for the years ended December 31, 2011 and 2010 was $43.11 and $46.33. |
|
Average Lifetime Net Revenue Per Subscriber. Average Lifetime Net Revenue Per Subscriber is calculated by multiplying the average lifetime (in months) of a subscriber by ARPU for the measurement period and then subtracting the CPGA for the measurement period. Our Average Lifetime Net Revenue Per Subscriber for the years ended December 31, 2011 and 2010 was $81.12 and $81.80. While we monitor many statistics in the overall management of our business, we believe that Average Lifetime Net Revenue Per Subscriber and the number of subscribers are particularly helpful metrics for gaining a meaningful understanding of our business as they provide an indication of total revenue and profit generated from our base of subscribers inclusive of affiliate commissions and advertising costs required to generate new subscriptions. |
|
Proprietary and Scalable Technology Platform. Our robust, proprietary and highly scalable technology platform supports our social networking, live interactive video and premium content websites. We are able to use our customized back-end interface to quickly and affordably generate new websites, launch new features and target new audiences at a relatively low incremental cost. Our technology platform enables us to rapidly redeploy the architecture underlying our websites with new appearances and themes in order to |
create additional websites for our users. We believe that our ability to create new websites and provide new features is crucial to cost-effectively maintaining our relationships with existing users and attracting new users. Furthermore, our technology platform has also enabled us to create and continue to expand our affiliate network and to measure and optimize the efficiency of our marketing spend, allowing us to expand the number of visitors to our site in an economical manner. |
|
Paid Subscriber-Based Model. We operate social networking websites that allow our members to make connections with other members with whom they share common interests. Our members are able to post their profiles and other content of interest for free and our subscribers are then able to access this content for a fee. Our paid subscriber-based model of social networking websites is distinctly different from the business models of other free social networking websites whose users access the websites to remain connected to their pre-existing friends and interest groups. |
|
Large and Diverse User Base. We operate some of the most heavily visited social networking websites in the world, currently adding on average more than 5.8 million new registrants and more than 3.7 million new members each month. Since our inception, more than 530 million registrants and more than 340 million members have registered on our websites, with a majority of our members outside of the United States. Our websites are designed to appeal to individuals with a diversity of interests and backgrounds. We believe potential members are attracted to the opportunity to interact with other individuals by having access to our large, diverse user base. We believe that our broad and diverse international user base also represents a valuable asset that will provide opportunities for us to offer targeted online advertising to specific demographic groups and represents a substantial barrier to entry for potential competitors. |
|
Large and Difficult to Replicate Affiliate Network and Significant Marketing Spend. Our marketing affiliates are companies that market our services on their websites, allowing us to market our brand beyond our established user base. These affiliates direct visitor traffic to our websites by using our technology to place banners or links on their websites to one or more of our websites for a fee. As of December 31, 2011, we had more than 280,000 participants in our marketing affiliate program from which we derive a substantial portion of our new members and approximately 43% of our net revenues for the year ended December 31, 2011. For the year ended December 31, 2011, we made payments to marketing affiliates of approximately $64.9 million, a large portion of which was on a revenue share basis with the Company, as opposed to a pay-per-order basis. In addition, we spent $22.5 million on ad buy expenses during the same time period. We believe that the difficulty in building an affiliate network of this large size, together with our combined affiliate and advertising spend of approximately $87.4 million for the year ended December 31, 2011, presents a significant barrier to entry for potential competitors. |
|
Convert Visitors, Registrants and Members into Subscribers or Paid Users. We continually seek to convert visitors, registrants and members into subscribers or paid users. We do this by constantly evaluating, adding and enhancing features on our websites to improve our users experience. We also dynamically adjust offers and pricing to users based on a variety of factors such as geography, currency, payment system, country of origin, time of day or calendar date in order to encourage users to become subscribers or paid users. |
|
Create Additional Websites and Diversify Offerings. We are constantly seeking to identify groups of sufficient size who share a common interest in order to create a website intended to appeal to their interests. Our technology provides us with a scalable, low-cost capacity to quickly create and launch additional websites, such as new social networking websites, content-driven websites that serve as portals for user-generated and professional content and complementary FriendFinder branded websites, without substantial additional capital investment. Our extensive user database serves as an existing source of potential members and subscribers for new websites we create. |
|
Expand into and Monetize Current Foreign Markets. In 2011, nearly 72% of our members were outside the United States, but non-U.S. users accounted for less than half of our total net revenues. We seek to expand |
in selected geographic markets, including Southeast Europe, South America and Asia. Our geographic expansion, in conjunction with growth in alternative payment mechanisms including credit card and non-credit card payments, such as pre-authorized debiting and mobile phone payments in our targeted geographic areas should allow us to significantly increase our revenue and EBITDA. |
|
Pursue Targeted Acquisitions. We intend to expand our business by acquiring and integrating additional social networking websites, technology platforms, owners, creators and distributors of content and payment processing and advertising businesses. Our management team possesses significant mergers and acquisitions and integration expertise and regularly screens the marketplace for strategic acquisition opportunities. |
|
Generate Online Advertising Revenue. To date, online advertising revenue has represented less than .01% of our net revenue. With continued worldwide growth in this advertising segment, we see this as a significant growth opportunity. We believe that our broad and diverse user base represents a valuable asset that will provide opportunities for us to offer targeted online advertising to specific demographic groups. We believe we will be able to offer advertisers an opportunity to achieve superior results with advertisements that are well-targeted to their preferred demographic and interest groups. We intend to focus our advertising efforts on our general audience social networking websites and maintain our subscription-based model for our adult social networking websites. |
Issuers
|
FriendFinder Networks Inc. and Interactive Network, Inc., as co-issuers. |
|||||
Notes Offered by
the Selling Securityholders |
Up to
$ 196,418,127 aggregate principal amount of 14% Senior Secured Notes due 2013 (the Senior Secured Notes). |
|||||
Maturity Date
|
September 30, 2013. |
|||||
Interest Payment
Dates |
Quarterly, on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2010. |
|||||
Subsidiary
Guarantees |
Each
of our domestic subsidiaries set forth on Schedule A to this prospectus have guaranteed the Senior Secured Notes. The Senior Secured Notes may
be guaranteed by additional subsidiaries in the future under certain circumstances. |
|||||
Ranking
|
The
Senior Secured Notes and the guarantees are our and the guarantors senior first-priority secured obligations and are: secured on a first-priority basis, by liens on all of our and the guarantors assets, including without limitation, receivables, inventory, furniture, fixtures, equipment, trademarks, copyrights and other intangibles, real property and the capital stock of subsidiaries, including a 100% pledge of the co-issuers stock, subject to customary exceptions; senior in right of payment to the Non-Cash Pay Notes, but not the Cash Pay Notes with certain exceptions; and pari passu in right of payment to the Cash Pay Notes, with certain exceptions. |
|||||
Optional
Redemption |
The
Senior Secured Notes are redeemable prior to maturity at our option in whole but not in part, at 110% of principal, plus accrued and unpaid
interest. |
|||||
Change of Control
|
Upon
a change of control (as defined in the section entitled Description of Notes), we must offer to repurchase the Senior Secured Notes at 110%
of the principal amount, plus accrued and unpaid interest to the purchase date. |
|||||
Certain Covenants
|
The
Senior Secured Notes Indenture contains certain covenants, including limitations and restrictions on our and our domestic subsidiaries ability
to: incur additional indebtedness; make dividend payments or other restricted payments; create liens; change the nature of its business modify the provisions of any indebtedness, organizational documents and certain other agreements; |
enter into transactions with affiliates; and engage in fundamental changes, dispositions or acquisitions with respect to all or any part of our business, property or assets. As of the date of this prospectus, all of our domestic subsidiaries are set forth on Schedule A to this prospectus. Our foreign subsidiaries will not be subject to any of the restrictive covenants in the Senior Secured Notes Indenture. The restrictive covenants set forth in the Senior Secured Notes Indenture are subject to important exceptions and qualifications. See the section entitled Description of Notes for more information. |
||||||
Conversion Rights
|
None. |
|||||
Risk Factors
|
Potential investors in the Senior Secured Notes should carefully consider the matters set forth under the caption Risk Factors prior to
making an investment decision with respect to the Senior Secured Notes. |
|||||
Use of Proceeds
|
We
are not selling any securities under this prospectus and we will not receive any proceeds from the sale of Senior Secured Notes by the selling
securityholders. |
Issuers
|
FriendFinder Networks Inc. and Interactive Network, Inc., as co-issuers. |
|||||
Notes Offered by
the Selling Securityholders |
Up to
$ 9,990,950 aggregate principal amount of 14% Cash Pay Secured Notes Due 2013 (the Cash Pay Notes). |
|||||
Maturity Date
|
September 30, 2013. |
|||||
Interest Payment
Dates |
Quarterly, on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2010. |
|||||
Subsidiary
Guarantees |
Each
of our domestic subsidiaries set forth on Schedule A to this prospectus have guaranteed the Cash Pay Notes. The Cash Pay Notes may be guaranteed
by additional subsidiaries in the future under certain circumstances. |
|||||
Ranking
|
The
Cash Pay Notes and the guarantees are our and the guarantors subordinated second-priority secured obligations and are: secured on a second-priority basis, by liens on all of our and the guarantors assets, including without limitation, receivables, inventory, furniture, fixtures, equipment, trademarks, copyrights and other intangibles, real property and the capital stock of subsidiaries, including a 100% pledge of the co-issuers stock, subject to customary exceptions; and pari passu in right of payment to the Senior Secured Notes, with certain exceptions. |
|||||
Optional
Redemption |
The
New Cash-Pay Notes are redeemable prior to maturity at our option in whole but not in part, at 110% of principal, plus accrued and unpaid interest. See
the section entitled Description of Notes for more information. |
Change of Control
|
Upon
a change of control (as defined in the section entitled Description of Notes), we must offer to repurchase the Cash Pay Notes at 110% of
the principal amount, plus accrued and unpaid interest to the purchase date. |
|||||
Certain Covenants
|
The
Cash Pay Notes Indenture contains certain covenants, including limitations and restrictions on our and our domestic subsidiaries ability to: incur additional indebtedness; make dividend payments or other restricted payments; create liens; change the nature of its business; modify the provisions of any indebtedness, organizational documents and certain other agreements; enter into transactions with affiliates; and engage in fundamental changes, dispositions or acquisitions with respect to all or any part of our business, property or assets. As of the date of this prospectus, all of our domestic subsidiaries are set forth on Schedule A to this prospectus. Our foreign subsidiaries will not be subject to any of the restrictive covenants in the Cash Pay Notes Indenture. The restrictive covenants set forth in the Cash Pay Notes Indenture are subject to important exceptions and qualifications. See the section entitled Description of Notes for more information. |
|||||
Conversion
Rights |
None. |
|||||
Risk Factors
|
Potential investors in the Cash Pay Notes should carefully consider the matters set forth under the caption Risk Factors prior to
making an investment decision with respect to the Cash Pay Notes. |
|||||
Use of Proceeds
|
We
are not selling any securities under this prospectus and we will not receive any proceeds from the sale of Cash Pay Notes by the selling
securityholders. |
Issuers
|
FriendFinder Networks Inc. and Interactive Network, Inc., as co-issuers. |
|||||
Notes Offered by
the Selling Securityholders |
Up to
$344,469,891 aggregate principal amount of 11.5% Convertible Non-Cash Pay Secured Notes Due 2014 (the Non-Cash Pay Notes), which includes
$ 79,196,941 of Non-Cash Pay Notes that may be paid-in-kind in respect of future interest payments. |
|||||
Maturity Date
|
April
30, 2014. |
|||||
Interest Payment
Dates |
Payable semi-annually, on June 30 and December 31 of each year, commencing on December 31, 2010. While the Senior Secured Notes are in place,
interest must be paid-in-kind with additional Non-Cash Pay Notes and after the Senior Secured Notes have been repaid in full, the Issuers may pay
interest in cash or with additional Non-Cash Pay Notes. |
Subsidiary
Guarantees |
Each
of our domestic subsidiaries set forth on Schedule A to this prospectus have guaranteed the Non-Cash Pay Notes. The Non-Cash Pay Notes may be
guaranteed by additional subsidiaries in the future under certain circumstances. |
|||||
Ranking
|
The
Non-Cash Pay Notes and the guarantees are our and the guarantors subordinated second-priority secured obligations and are: secured on a second-priority basis, by liens on all of our and the guarantors assets, including without limitation, receivables, inventory, furniture, fixtures, equipment, trademarks, copyrights and other intangibles, real property and the capital stock of subsidiaries, including a 100% pledge of the co-issuers stock, subject to customary exceptions; and subordinate in right of payment to the Senior Secured Notes and the Cash Pay Notes, with certain exceptions. |
|||||
Optional
Redemption |
The
Non-Cash Pay Notes are redeemable prior to maturity at our option in whole but not in part, at 100% of principal, plus accrued and unpaid interest,
subject to the rights of the holders of the Senior Secured Notes under the intercreditor agreement (the Intercreditor Agreement) by and
between the holders of the Old Notes, which provides that no redemption of the Non-Cash Pay Notes may occur until the Senior Secured Notes are repaid
in full. See section entitled Description of Notes for more information. |
|||||
Change of Control
|
Upon
a change of control (as defined in the section entitled Description of Notes), we must offer to repurchase the Non-Cash Pay Notes at 110%
of the principal amount, plus accrued and unpaid interest to the purchase date. |
|||||
Certain Covenants
|
The
Non-Cash Pay Notes Indenture contains certain covenants, including limitations and restrictions on our and our domestic subsidiaries ability
to: incur additional indebtedness; make dividend payments or other restricted payments; create liens; change the nature of its business, modify the provisions of any indebtedness, organizational documents and certain other agreements; enter into transactions with affiliates; and engage in fundamental changes, dispositions or acquisitions with respect to all or any part of our business, property or assets. As of the date of this prospectus, all of our domestic subsidiaries are set forth on Schedule A to this prospectus. Our foreign subsidiaries will not be subject to any of the restrictive covenants in the Non-Cash Pay Notes Indenture. The restrictive covenants set forth in the Non-Cash Pay Notes Indenture are subject to important exceptions and qualifications. See the section entitled Description of Notes for more information. |
Conversion Rights
|
Pursuant to Non-Cash Pay Notes Indenture, you may opt to convert your Non-Cash Pay Notes, or any portion of the principal amount thereof, into
shares of our common stock at a conversion price equal to the price per share of common stock offered upon the consummation of our initial public
offering on May 16, 2011, or $10.00 per share, up until the close of business on the day prior to the date of payment in full of the Non-Cash Pay
Notes. The aggregate shares of our common stock available in such conversion shall be limited to 8,310,763 shares of our common stock, or approximately
21.1% of our fully diluted equity as of the date our initial public offering was consummated, pursuant to the Non-Cash Pay Notes Indenture. For more
information on your conversion rights, see the section entitled, Description of Notes. |
|||||
Risk Factors
|
Potential investors in the Non-Cash Pay Notes should carefully consider the matters set forth under the caption Risk Factors prior to
making an investment decision with respect to the Non-Cash Pay Notes and/or converting the Non-Cash Pay Notes to shares of our common
stock. |
|||||
Use of Proceeds
|
We
are not selling any securities under this prospectus and we will not receive any proceeds from the sale of Non-Cash Pay Notes by the selling
securityholders. |
Issuer
|
FriendFinder Networks Inc. |
|||||
Common Stock
Offered by the Selling Securityholders |
The
selling securityholders are offering up to an aggregate of 25,976,010 shares of common stock, consisting of i) 17,725,250 shares of our
common stock held outright by various stockholders of FriendFinder Networks Inc. (the Outstanding Shares); and ii) 8,310,763 shares of our
common stock issuable upon the conversion of all of the Non-Cash Pay Notes into shares of our common stock (the Note Shares and together
with the Outstanding Shares, the Registrable Shares). For information concerning the selling stockholders and the manner in which they may
offer and sell shares of our common stock, see Selling Stockholders and Plan of Distribution in this
prospectus. |
|||||
Outstanding
Shares of Common Stock |
As of
April 20, 2012 , 31,880,261 shares of our common stock were issued and outstanding. |
|||||
Risk Factors
|
Potential investors in the common stock should carefully consider the matters set forth under the caption Risk Factors prior to making
an investment decision with respect to the common stock. |
|||||
Use of
Proceeds |
We
are not selling any securities under this prospectus and we will not receive any proceeds from the sale of shares by the selling stockholders. No
consideration will be paid in connection with the conversion of the Non-Cash Pay Notes to Note Shares. |
|
the number of noteholders; |
|
our operating performance and financial condition; |
|
the market for similar securities; |
|
the interest of securities dealers in making a market in the Registrable Notes; and |
|
prevailing interest rates. |
|
incurred the obligations with the intent to hinder, delay or defraud creditors; or |
|
received less than reasonably equivalent value, or did not receive fair consideration, in exchange for incurring those obligations; and |
(1) |
was insolvent or rendered insolvent by reason of that incurrence; |
(2) |
was engaged in a business or transaction for which the subsidiarys remaining assets constituted unreasonably small capital; or |
(3) |
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
|
the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets; |
|
the present fair saleable value of its assets is less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or |
|
it cannot pay its debts as they become due. |
|
Quarterly variations in our results of operations or those of our competitors. |
|
Announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments. |
|
Disruption to our operations or those of our marketing affiliates. |
|
The emergence of new sales channels in which we are unable to compete effectively. |
|
Our ability to develop and market new and enhanced products on a timely basis. |
|
Commencement of, or our involvement in, litigation. |
|
Any major change in our board or management. |
|
Changes in governmental regulations or in the status of our regulatory approvals. |
|
Changes in earnings estimates or recommendations by securities analysts. |
|
General economic conditions and slow or negative growth of related markets. |
|
establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; |
|
authorize our board of directors to issue blank check preferred stock to increase the number of outstanding shares and thwart a takeover attempt; |
|
require the written request of at least 75% of the voting power of our capital stock in order to compel management to call a special meeting of the stockholders; and |
|
prohibit stockholder action by written consent and require that all stockholder actions be taken at a meeting of our stockholders, unless otherwise specifically required by our articles of incorporation or the Nevada Revised Statutes. |
|
we may be unable to obtain additional financing for working capital, capital expenditures, acquisitions, repayment of debt at maturity and other general corporate purposes; |
|
a significant portion of our cash flow from operations must be dedicated to debt service, which reduces the amount of cash we have available for other purposes; |
|
we may be disadvantaged as compared to our competitors, such as in our ability to adjust to changing market conditions, as a result of the amount of debt we owe; |
|
we may be restricted in our ability to make strategic acquisitions and to exploit business opportunities; and |
|
additional dilution of stockholders may be required to service our debt. |
|
incur or guarantee additional indebtedness; |
|
repurchase capital stock; |
|
make loans and investments; |
|
enter into agreements restricting our subsidiaries abilities to pay dividends; |
|
grant liens on assets; |
|
sell or otherwise dispose of assets; |
|
enter new lines of business; |
|
merge or consolidate with other entities; and |
|
engage in transactions with affiliates. |
Name of Selling Securityholder |
Principal Amount of Notes Outstanding That are Owned and That May Be Sold Pursuant to This Prospectus* |
Principal Amount of Notes Beneficially Owned After Completion of the Offering |
Percentage of Aggregate Principal Amount of Notes Beneficially Owned After Completion of the Offering(1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ADVANCED
SERIES TRUSTAST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO(2) |
$ | 88,732 | 0 | | ||||||||||
AMERICAN
BEACON SIM HIGH YIELD OPPORTUNITIES FUND(3) |
$ | 650,000 | 0 | | ||||||||||
ANDREW B
CONRU TRUST(4) |
$ | 72,514,894 | 0 | | ||||||||||
AQR DELTA
MASTER ACCOUNT, L.P.(5) |
$ | 702,138 | 0 | | ||||||||||
AQR DELTA
SAPPHIRE FUND, L.P.(6) |
$ | 104,164 | 0 | | ||||||||||
AQR
FUNDSAQR DIVERSIFIED ARBITRAGE FUND(7) |
$ | 856,454 | 0 | | ||||||||||
AQR
OPPORTUNISTIC PREMIUM OFFSHORE FUND, L.P.(8) |
$ | 111,879 | 0 | | ||||||||||
CNH
DIVERSIFIED OPPORTUNITIES MASTER ACCOUNT, L.P.(9) |
$ | 65,585 | 0 | | ||||||||||
DEL MAR
MASTER FUND, LTD(10) |
$ | 19,227,391 | 0 | |
Name of Selling Securityholder |
Principal Amount of Notes Outstanding That are Owned and That May Be Sold Pursuant to This Prospectus* |
Principal Amount of Notes Beneficially Owned After Completion of the Offering |
Percentage of Aggregate Principal Amount of Notes Beneficially Owned After Completion of the Offering(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PERMAL
CAPITAL STRUCTURE OPPORTUNITIES, LTD(11) |
$ | 1,410,000 | 0 | | ||||||||||
QWEST PENSION
TRUST(12) |
$ | 1,025,000 | 0 | | ||||||||||
ROCKVIEW
SHORT ALPHA FUND, LTD(13) |
$ | 3,351,445 | 0 | | ||||||||||
ROCKVIEW
TRADING, LTD(14) |
$ | 24,843,719 | 0 | | ||||||||||
STONEHILL
INSTITUTIONAL PARTNERS LP(15) |
$ | 19,300,721 | 0 | | ||||||||||
STONEHILL
MASTER FUND LTD(16) |
$ | 23,755,535 | 0 | | ||||||||||
THORNBURG
STRATEGIC INCOME FUND(17) |
$ | 578,685 | 0 | | ||||||||||
VISIUM
BALANCED MASTER FUND LTD(18) |
$ | 1,424,400 | 0 | | ||||||||||
VISIUM CREDIT
MASTER FUND LTD(19) |
$ | 17,304,633 | 0 | | ||||||||||
VISIUM EQUITY
GLOBAL MASTER FUND LTD(20) |
$ | 4,459,650 | 0 | | ||||||||||
TOTAL
|
$ | 196,418,127 | 0 | |
* |
Amounts have been rounded to the nearest dollar. |
|
Less than 1%. |
(1) |
Based on the aggregate principal amount of Senior Secured Notes outstanding of $ 221,170,427 . |
(2) |
Advanced Series Trust AST Academic Strategies Asset Allocation Portfolio (AST) is an affiliate of Pruco Securities, LLC, Prudential Investment Management Services LLC and Prudential Annuities Distributors, Inc., which are broker-dealers registered pursuant to Section 15 of the Securities and Exchange Act of 1934. AST purchased the notes in the ordinary course of business and at the time of the purchase of the notes, it had no agreements or understandings with any person to distribute the securities. CNH Partners, LLC is the sub-advisor of AST. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AST. AQR Capital Management, LLC acts as the investment manager to the Diversified Arbitrage investment arm of AST. The address of AST is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(3) |
Strategic Income Management is the investment subadvisor to American Beacon Sim High Yield Opportunities Fund. Mr. Gary Pokrzywinski is the portfolio manager of Strategic Income Management and has sole voting and investment power over the notes owned by American Beacon Sim High Yield Opportunities Fund. The address of American Beacon Sim High Yield Opportunities Fund is 4151 Amon Carter Blvd., MD 2450, Fort Worth, TX 76155. |
(4) |
To the best of our knowledge, Andrew Conru holds voting and investment power over the notes owned by the Andrew B. Conru Trust. The address of the Andrew B. Conru Trust is c/o Bose McKinney & Evans LLP 111 Monument Circle, Suite 2700, Indianapolis, IN 46204. |
(5) |
The general partner of AQR DELTA Master Account, L.P. is AQR Capital Management III, LLC. AQR Capital Management, LLC is the sole member of AQR Capital Management III, LLC. AQR Capital Management Holdings, LLC is the sole member of AQR Capital Management, LLC. Mr. Clifford S. Asness is a greater than 25% shareholder of AQR Capital Management Holdings, LLC. CNH Partners, LLC is the sub-advisor of AQR DELTA Master Account, L.P. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR DELTA Master Account, L.P. The address of AQR DELTA Master Account, L.P. is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(6) |
The general partner of AQR DELTA Sapphire Fund, L.P. is AQR Capital Management II, LLC. AQR Capital Management, LLC is the sole member of AQR Capital Management II, LLC. AQR Capital Management Holdings, LLC is the sole member of AQR Capital Management, LLC. Mr. Clifford S. Asness is a greater than 25% shareholder of AQR Capital Management Holdings, LLC. CNH Partners, LLC is the sub-advisor of AQR DELTA Sapphire Fund, L.P. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR DELTA Sapphire Fund, L.P. The address of AQR DELTA Sapphire Fund, L.P. is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(7) |
CNH Partners, LLC is the sub-advisor of AQR Funds AQR Diversified Arbitrage Fund. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR Funds AQR Diversified Arbitrage Fund. AQR Funds AQR Diversified Arbitrage Fund is a series of the Delaware Statutory Trust, AQR Funds (the Trust). AQR Capital Management, LLC acts as the investment advisor to the Trust. The address of AQR Funds AQR Diversified Arbitrage Fund is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(8) |
The general partner of AQR Opportunistic Premium Offshore Fund, L.P. is AQR Capital Management III, LLC. AQR Capital Management, LLC is the sole member of AQR Capital Management III, LLC. AQR Capital Management Holdings, LLC is the sole member of AQR Capital Management, LLC. Mr. Clifford S. Asness is a greater than 25% shareholder of AQR Capital Management Holdings, LLC. CNH |
Partners, LLC is the sub-advisor of AQR Opportunistic Premium Offshore Fund, L.P. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR Opportunistic Premium Offshore Fund, L.P. The address of AQR Opportunistic Premium Offshore Fund, L.P. is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(9) |
The general partner of CNH Diversified Opportunities Master Account, L.P. is CNH Principal Partners I, LLC. CNH Partners, LLC is the sole member of CNH Principal Partners I, LLC. RAIM Corp. is a 50% owner of CNH Partners, LLC. Mr. Todd Pulvino and Mr. Mark Mitchell are each 50% owners of RAIM Corp. AQR Capital Management, LLC is a 50% owner of CNH Partners, LLC. AQR Capital Management Holdings, LLC is the sole member of AQR Capital Management, LLC. Mr. Clifford S. Asness is a greater than 25% shareholder of AQR Capital Management Holdings, LLC. CNH Partners, LLC is the sub-advisor of CNH Diversified Opportunities Master Account, L.P. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by CNH Diversified Opportunities Master Account, L.P. The address of CNH Diversified Opportunities Master Account, L.P. is Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(10) |
Mr. Marc Simon is the Director of Del Mar Master Fund, Ltd. Del Mar Asset Management, LP is the advisor to Del Mar Master Fund, Ltd. The general partner of Del Mar Asset Management, LP is Del Mar Management, LLC. David Freelove is the president, chief executive officer and a managing member of Del Mar Management, LLC and has sole voting and investment power over the notes owned by Del Mar Master Fund, Ltd. The address of Del Mar Master Fund, Ltd. is c/o Walkers Financial Svcs, 83 Mary St., Georgetown, Grand Cayman KY1-9005 Cayman Islands. |
(11) |
Sandler Capital Management is the Investment Manager for Permal Capital Structure Opportunities, Ltd. (PCSO) and SERF Corp. is a General Partner in Sandler Capital Management. The controlling entity of PCSO is Citco Bank and Trust Company, Ltd. Mr. Doug Schimmel holds sole voting and investment power over the notes held by Permal Capital Structure Opportunities, Ltd. The address of PCSO is 711 5th Ave., 15th Floor, New York, NY 10022. |
(12) |
GoldenTree Asset Management LP, a Delaware limited partnership, is the investment manager to Qwest Pension Trust. The general partner of GoldenTree Asset Management LP is GoldenTree Asset Management LLC. The senior managing member and sole member of GoldenTree Asset Management LLC is Mr. Steven A. Tananbaum, who has sole voting and investment power over the notes owned by Qwest Pension Trust. The address for Qwest Pension Trust is c/o GoldenTree Asset Management, LP, 485 Lexington Ave., 15th Floor, New York, NY 10017. |
(13) |
Mr. Kevin Schweitzer is the managing member of Zabak Capital, LLC and holds sole voting and investment power over the notes owned by Rockview Short Alpha Fund, Ltd. Zabak Capital, LLC is the managing member of Rockview Management, LLC. Rockview Management, LLC is the investment manager to Rockview Short Alpha Fund, Ltd. The address of Rockview Short Alpha Fund, Ltd. is MetroCenter, One Station Place, 7th Floor, Stamford, CT 06902. |
(14) |
Mr. Kevin Schweitzer is the managing member of Zabak Capital, LLC and holds sole voting and investment power over the notes owned by RockView Trading, Ltd. Zabak Capital, LLC is the managing member of RockView Management LLC. Rockview Management, LLC is the investment manager to RockView Trading, Ltd. The address of Rockview Trading, Ltd. is MetroCenter, One Station Place, 7th Floor, Stamford, CT 06902. |
(15) |
Stonehill Capital Management LLC, a Delaware limited liability company (SCM), is the investment advisor of Stonehill Institutional Partners, L.P. (Stonehill Institutional) and Stonehill General Partner, LLC, (Stonehill GP) is the General Partner of Stonehill Institutional. Mr. John Motulsky, Mr. Christopher Wilson, Mr. Wayne Teetsel, Mr. Thomas Varkey, Mr. Jonathan Sacks, Mr. Peter Sisitsky and Mr. Michael Thoyer (collectively, the Members) are the managing members of SCM and Stonehill GP and therefore share voting and investment power over the notes owned by Stonehill Institutional. The address of Stonehill Institutional is c/o Stonehill Capital Management LLC, 885 Third Avenue, 30th Floor, New York, NY 10022. |
(16) |
Stonehill Capital Management LLC, a Delaware limited liability company (SCM) is the investment advisor of Stonehill Master Fund Ltd (Stonehill Master). Mr. John Motulsky, Mr. Christopher Wilson, Mr. Wayne Teetsel, Mr. Thomas Varkey, Mr. Jonathan Sacks, Mr. Peter Sisitsky and Mr. Michael Thoyer (collectively, the Members) are the managing members of SCM and therefore share voting and investment power over the notes owned by Stonehill Master. The address of Stonehill Master is c/o Stonehill Capital Management LLC, 885 Third Avenue, 30th Floor, New York, NY 10022. |
(17) |
Thornburg Strategic Income Fund is an affiliate of a broker-dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934. Thornburg Strategic Income Fund purchased the notes in the ordinary course of business and at the time of the purchase of the notes, it had no agreements or understandings with any person to distribute the securities. Mr. Jason Brady is the portfolio manager of Thornburg Strategic Income Fund and therefore has sole voting and investment power over the notes owned by Thornburg Strategic Income Fund. The address of Thornburg Strategic Income Fund is 2300 North Ridgetop Road, Santa Fe, NM 87506. |
(18) |
Visium Asset Management, LP has discretionary trading authority over these notes. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the holders of membership interests in JG Asset, LLC and therefore share voting and investment power over the notes owned by Visium Balanced Master Fund Ltd. The address of Visium Balanced Master Fund, Ltd. is c/o Visium Asset Management, LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
(19) |
Visium Asset Management, LP has discretionary trading authority over these notes. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the holders of membership interests in JG Asset, LLC and therefore share voting and investment power over the notes owned by Visium Credit Master Fund Ltd. The address of Visium Credit Master Fund, Ltd. is c/o Visium Asset Management, LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
(20) |
Visium Asset Management, LP has discretionary trading authority over these notes. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the holders of membership interests in JG Asset, LLC and therefore share voting and investment power over the notes owned by Visium Equity Global Master Fund Ltd. The address of Visium Equity Global Master Fund, Ltd. is c/o Visium Asset Management, LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
Name of Selling Securityholder |
Principal Amount of Notes Outstanding That are Owned and That May Be Sold Pursuant to This Prospectus* |
Principal Amount of Notes Beneficially Owned After Completion of the Offering |
Percentage of Aggregate Principal Amount of Notes Beneficially Owned After Completion of the Offering(1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
MARC H.
BELL(2) |
$ | 4,995,475 | 0 | | ||||||||||
STATON FAMILY
INVESTMENTS LTD(3) |
$ | 4,995,475 | 0 | | ||||||||||
TOTAL
|
$ | 9,990,950 | 0 | |
* |
Amounts have been rounded to the nearest dollar. |
|
Less than 1%. |
(1) |
Based on the aggregate principal amount of Cash Pay Notes outstanding of $ 9,990,950 . |
(2) |
Marc H. Bell is our Chief Executive Officer, President and a Director. |
(3) |
Daniel C. Staton, our Chairman of the Board, is a member of Staton Family Investments, Ltd. and has sole voting and investment power over the notes owned by Staton Family Investments, Ltd. The address of Staton Family Investments, Ltd. is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
Name of Selling Securityholder |
Aggregate Principal Amount of Notes Owned and Outstanding* |
Aggregate Principal Amount of Notes Paid-In Kind That May Be Paid(1)* |
Aggregate Principal Amount of Notes That May be Sold* |
Number of Shares of Common Stock Owned Upon Full Conversion of Notes |
Number of Shares Of Common Stock Owned Outright |
Aggregate Number of Shares of Common Stock That May Be Sold Pursuant to This Prospectus(2) |
Principal Amount of Notes Beneficially Owned After This Offering |
Percentage of Principal Amount of Notes Beneficially Owned After This Offering(3) |
Number of Shares of Common Stock Owned After This Offering(4) |
Percentage of Shares of Common Stock Owned After This Offering(4),(5) |
||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ADVANCED SERIES
TRUST AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO( 6 ) |
$ | 237,938 | $ | 88,802 | $ | 326,739 | 7,883 | | 7,883 | 0 | | 0 | | |||||||||||||||||||||||||||||
ANDREW B. CONRU
TRUST( 7 ) |
$ | 174,920,813 | $ | 52,222,412 | $ | 227,143,225 | 5,480,112 | 3, 2 80,879 | 8,760,991 | 0 | | 0 | | |||||||||||||||||||||||||||||
AQR DIVERSIFIED
ARBITRAGE FUND( 8 ) |
$ | 2,544,147 | $ | 759,552 | $ | 3,303,699 | 79,706 | | 79,706 | 0 | | 0 | | |||||||||||||||||||||||||||||
AQR
OPPORTUNISTIC PREMIUM OFFSHORE FUND LP( 9 ) |
$ | 279,577 | $ | 83,467 | $ | 363,044 | 8,759 | | 8,759 | 0 | | 0 | | |||||||||||||||||||||||||||||
BELL FAMILY
2003 CHARITABLE LEAD ANNUITY TRUST( 10 ) |
$ | | $ | | $ | | | 184,190 | 184,190 | | | 0 | | |||||||||||||||||||||||||||||
MARC H.
BELL( 11 ) |
$ | | $ | | $ | | | 5,147,671 | 5,087,668 | | | 60,003 | | |||||||||||||||||||||||||||||
BESSEMER TRUST
COMPANY, N.A. AND MATTHEW SMYTH AS TRUSTEES OF THE DIETRICH WEISMANN SETTLEMENT TRUST A( 12 ) |
$ | | $ | | $ | | | 1,883 | 1,883 | | | 0 | |
Name of Selling Securityholder |
Aggregate Principal Amount of Notes Owned and Outstanding* |
Aggregate Principal Amount of Notes Paid-In Kind That May Be Paid(1)* |
Aggregate Principal Amount of Notes That May be Sold* |
Number of Shares of Common Stock Owned Upon Full Conversion of Notes |
Number of Shares Of Common Stock Owned Outright |
Aggregate Number of Shares of Common Stock That May Be Sold Pursuant to This Prospectus(2) |
Principal Amount of Notes Beneficially Owned After This Offering |
Percentage of Principal Amount of Notes Beneficially Owned After This Offering(3) |
Number of Shares of Common Stock Owned After This Offering(4) |
Percentage of Shares of Common Stock Owned After This Offering(4),(5) | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
BESSEMER TRUST
COMPANY, N.A. AND ROGER KIMBALL AS TRUSTEES OF THE DIETRICH WEISMANN SETTLEMENT TRUST B( 13 ) |
$ | | $ | | $ | | | 2,152 | 2,152 | | | 0 | | |||||||||||||||||||||||||||||
SHMUEL BRILL
AND SUSANNA BRILL( 14 ) |
$ | | $ | | $ | | | 3,043 | 3,043 | | | 0 | | |||||||||||||||||||||||||||||
CEDARVIEW
OPPORTUNITIES MASTER FUND, LP( 15 ) |
$ | 3,832,637 | $ | 1,144,230 | $ | 4,976,867 | 120,073 | | 120,073 | 0 | | 0 | | |||||||||||||||||||||||||||||
CITIGROUP
PENSION PLAN DALTON DISTRESSED CREDIT( 16 ) |
$ | 894,645 | $ | 267,095 | $ | 1,161,740 | 28,028 | | 28,028 | 0 | | 0 | | |||||||||||||||||||||||||||||
COMMERCE
COURT( 17 ) |
$ | 88,125 | $ | 32,889 | $ | 121,015 | 2,919 | | 2,919 | | | | | |||||||||||||||||||||||||||||
DALTON
DISTRESSED CREDIT (MASTER) FUND LTD( 18 ) |
$ | 335,492 | $ | 100,161 | $ | 435,653 | 10,511 | | 10,511 | 0 | | 0 | | |||||||||||||||||||||||||||||
DEL MAR MASTER
FUND, LTD( 19 ) |
$ | | $ | | $ | | | 698,180 | 698,180 | | | 0 | | |||||||||||||||||||||||||||||
DG VALUE
PARTNERS LP( 20 ) |
$ | 722,625 | $ | 269,695 | $ | 992,320 | 23,941 | | 23,941 | 0 | | 0 | | |||||||||||||||||||||||||||||
FLORESCUE
FAMILY CORPORATION( 21 ) |
$ | 1,976,932 | $ | 590,211 | $ | 2,567,143 | 61,936 | 1,086,366 | 1,148,302 | 0 | | 0 | | |||||||||||||||||||||||||||||
RUSSELL
FRYE( 22 ) |
$ | | $ | | $ | | | 133,949 | 133,949 | | | 0 | | |||||||||||||||||||||||||||||
HAYMAN CAPITAL
MASTER FUND, LP( 23 ) |
$ | 12,954,375 | $ | 4,834,773 | $ | 17,789,148 | 429,185 | | 429,185 | 0 | | 0 | | |||||||||||||||||||||||||||||
INVESTIN PRO
FMBA DALTON DISTRESSED DEBT( 24 ) |
$ | 1,374,750 | $ | 513,078 | $ | 1,887,828 | 45,546 | | 45,546 | 0 | | 0 | | |||||||||||||||||||||||||||||
MAPSTEAD TRUST
( 25 ) |
$ | 23,526,263 | $ | 7,023,739 | $ | 30,550,002 | 737,057 | 462,992 | 1,200,049 | 0 | | 0 | | |||||||||||||||||||||||||||||
PAW ASSOCIATES
LLC( 26 ) |
$ | | $ | | $ | | | 11,454 | 11,454 | | | 0 | | |||||||||||||||||||||||||||||
PERMAL CAPITAL
STRUCTURE OPPORTUNITIES LTD( 27 ) |
$ | 1,677,459 | $ | 500,804 | $ | 2,178,263 | 52,553 | | 52,553 | 0 | | 0 | | |||||||||||||||||||||||||||||
ROCKVIEW
TRADING LTD( 28 ) |
$ | 1,118,306 | $ | 333,869 | $ | 1,452,175 | 35,036 | | 35,036 | 0 | | 0 | | |||||||||||||||||||||||||||||
SG AURORA
MASTER FUND LP( 29 ) |
$ | 559,153 | $ | 166,935 | $ | 726,088 | 17,518 | | 17,518 | 0 | | 0 | | |||||||||||||||||||||||||||||
SPECIAL
SITUATIONS, LLC( 30 ) |
$ | 246,750 | $ | 92,091 | $ | 338,841 | 8,175 | 22,075 | 30,250 | 0 | | 0 | | |||||||||||||||||||||||||||||
SPECIAL
SITUATIONS X, LLC( 31 ) |
$ | 528,750 | $ | 197,338 | $ | 726,088 | 17,518 | | 17,518 | 0 | | 0 | | |||||||||||||||||||||||||||||
STATON FAMILY
PERPETUAL TRUST( 32 ) |
$ | | $ | | $ | | | 1,688,970 | 1,688,970 | | | 0 | | |||||||||||||||||||||||||||||
STATON MEDIA
LLC( 33 ) |
$ | | $ | | $ | | | 149,995 | 149,995 | | | 0 | | |||||||||||||||||||||||||||||
STATON FAMILY
INVESTMENTS LTD( 34 ) |
$ | | $ | | $ | | | 3,432,893 | 3,432,893 | | | 0 | |
Name of Selling Securityholder |
Aggregate Principal Amount of Notes Owned and Outstanding* |
Aggregate Principal Amount of Notes Paid-In Kind That May Be Paid(1)* |
Aggregate Principal Amount of Notes That May be Sold* |
Number of Shares of Common Stock Owned Upon Full Conversion of Notes |
Number of Shares Of Common Stock Owned Outright |
Aggregate Number of Shares of Common Stock That May Be Sold Pursuant to This Prospectus(2) |
Principal Amount of Notes Beneficially Owned After This Offering |
Percentage of Principal Amount of Notes Beneficially Owned After This Offering(3) |
Number of Shares of Common Stock Owned After This Offering(4) |
Percentage of Shares of Common Stock Owned After This Offering(4),(5) | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
STONEHILL
INSTITUTIONAL PARTNERS LP( 35 ) |
$ | 6,257,517 | $ | 1,868,175 | $ | 8,125,692 | 196,042 | | 196,042 | 0 | | 0 | | |||||||||||||||||||||||||||||
STONEHILL
MASTER FUND LTD( 36 ) |
$ | 12,263,150 | $ | 3,661,150 | $ | 15,924,300 | 384,193 | | 384,193 | 0 | | 0 | | |||||||||||||||||||||||||||||
STRATEGIC MEDIA
I LLC( 37 ) |
$ | | $ | | $ | | | 1,274,165 | 1,274,165 | | | 0 | | |||||||||||||||||||||||||||||
VISIUM BALANCED
MASTER FUND LTD( 38 ) |
$ | 2,129,255 | $ | 635,68 7 | $ | 2,764,942 | 66,708 | | 66,708 | 0 | | 0 | | |||||||||||||||||||||||||||||
VISIUM CREDIT
MASTER FUND LTD( 39 ) |
$ | 3,462,276 | $ | 1,033,659 | $ | 4,495,935 | 108,470 | | 108,470 | 0 | | 0 | | |||||||||||||||||||||||||||||
VISIUM EQUITY
GLOBAL MASTER FUND LTD( 40 ) |
$ | | $ | | $ | | | 81,812 | 81,812 | | | 0 | | |||||||||||||||||||||||||||||
THE WEISMANN
FOUNDATION( 41 ) |
$ | | $ | | $ | | | 15,634 | 15,634 | | | 0 | | |||||||||||||||||||||||||||||
THE 2007 AIDAN
STIRLING WEISMANN TRUST( 42 ) |
$ | | $ | | $ | | | 407 | 407 | | | 0 | | |||||||||||||||||||||||||||||
DIETRICH
WEISMANN CHARITABLE LEAD ANNUITY TRUST (LUCY MANAGED) ( 43 ) |
$ | | $ | | $ | | | 1,219 | 1,219 | | | 0 | | |||||||||||||||||||||||||||||
DIETRICH
WEISMANN CHARITABLE LEAD ANNUITY TRUST (PAUL MANAGED)( 44 ) |
$ | | $ | | $ | | | 1,219 | 1,219 | | | 0 | | |||||||||||||||||||||||||||||
DIETRICH
WEISMANN REVOCABLE TRUST( 45 ) |
$ | | $ | | $ | | | 37,454 | 37,454 | | | 0 | | |||||||||||||||||||||||||||||
THE 2005 OWEN
AYRTON WEISMANN TRUST( 46 ) |
$ | | $ | | $ | | | 507 | 507 | | | 0 | | |||||||||||||||||||||||||||||
PAUL A.
WEISMANN( 47 ) |
$ | | $ | | $ | | | 292 | 292 | | | 0 | | |||||||||||||||||||||||||||||
PAUL A.
WEISMANN DESCENDANTS TRUST( 48 ) |
$ | | $ | | $ | | | 2,866 | 2,866 | | | 0 | | |||||||||||||||||||||||||||||
PHILLIPA V.
WEISMANN( 49 ) |
$ | | $ | | $ | | | 2,691 | 2,691 | | | 0 | | |||||||||||||||||||||||||||||
LUCY C.
VELTRI( 50 ) |
$ | | $ | | $ | | | 292 | 292 | | | 0 | | |||||||||||||||||||||||||||||
ZELL CREDIT
OPPORTUNITIES MASTER FUND LP( 51 ) |
$ | 11,183,063 | $ | 3,338,691 | $ | 14,521,753 | 350,355 | | 350,355 | 0 | | 0 | | |||||||||||||||||||||||||||||
2B LLC( 52 ) |
$ | 1,163,250 | $ | 434,143 | $ | 1,597,393 | 38,539 | | 38,539 | 0 | | 0 | | |||||||||||||||||||||||||||||
TOTAL
|
$ | 265,272,950 | $ | 79,196,941 | $ | 344,469,892 | 8,310,763 | 17,725,250 | 25,976,010 | 0 | | 60,003 | |
* |
Amounts have been rounded to the nearest dollar. |
|
Less than 1%. |
(1) |
Equals the maximum aggregate principal amount of Non-Cash Pay Notes that may be paid-in-kind in respect of interest payments. |
(2) |
Includes the aggregate number of shares of common stock held upon full conversion of the Non-Cash Pay Notes and shares held outright that may be sold pursuant to this Prospectus. |
(3) |
Based on the aggregate principal amount of Non-Cash Pay Notes outstanding of $ 196,418,127 and $ 79,196,941 of Non-Cash Pay Notes that may be paid-in-kind in respect of interest payments. |
(4) |
The shares and percentages reflected in these columns reflect the aggregate number of shares of common stock held upon full conversion of the Non-Cash Pay Notes and shares held outright by certain selling securityholders after public resale of all shares that may be sold pursuant to this Prospectus. |
(5) |
Based on 31, 880,261 shares of our common stock outstanding as of April 2 0 , 201 2 . |
( 6 ) |
Advanced Series Trust AST Academic Strategies Asset Allocation Portfolio (AST) is an affiliate of Pruco Securities, LLC, Prudential Investment Management Services LLC and Prudential Annuities Distributors, Inc., which are broker-dealers registered pursuant to Section 15 of the Securities and Exchange Act of 1934. AST purchased the notes in the ordinary course of business and at the time of the purchase of the notes, it had no agreements or understandings with any person to distribute the securities. CNH Partners, LLC is the sub-advisor of AST. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AST. AQR Capital Management, LLC acts as the investment manager to the Diversified Arbitrage investment arm of AST. The address of AST is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
( 7 ) |
To the best of our knowledge, Andrew Conru holds voting and investment power over the notes and shares held by the Andrew B. Conru Trust. The address of the Andrew B. Conru Trust Agreement is c/o Bose Mckinney & Evans, LLP, 111 Monument Circle, Suite 2700, Indianapolis, IN 46204. |
( 8 ) |
CNH Partners, LLC is the sub-advisor of AQR Diversified Arbitrage Fund. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR Diversified Arbitrage Fund. The address of AQR Diversified Arbitrage Fund is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
( 9 ) |
The general partner of AQR Opportunistic Premium Offshore Fund, L.P. is AQR Capital Management III, LLC. AQR Capital Management, LLC is the sole member of AQR Capital Management III, LLC. AQR Capital Management Holdings, LLC is the sole member of AQR Capital Management, LLC. Mr. Clifford S. Asness is a greater than 25% shareholder of AQR Capital Management Holdings, LLC. CNH Partners, LLC is the sub-advisor of AQR Opportunistic Premium Offshore Fund, L.P. CNH Partners, LLC is controlled indirectly by Mr. Todd Pulvino and Mr. Mark Mitchell. Accordingly, Mr. Pulvino and Mr. Mitchell share voting and investment power over the notes owned by AQR Opportunistic Premium Offshore Fund, L.P. The address of AQR Opportunistic Premium Offshore Fund, L.P. is c/o AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
( 10 ) |
Mr. Marc H. Bell is the trustee and has sole voting and investment power over the shares owned by the trust. The shares are held in trust for the benefit of Mr. Bells children. The address of the Bell Family 2003 Charitable Lead Annuity Trust is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
( 11 ) |
Marc H. Bell is our Chief Executive Officer, President and a Director. The address for Mr. Bell is 6800 Broken Sound Parkway, Boca Raton, FL 33487. The shares reflected in the column Number of Shares of Common Stock Owned After This Offering are shares of common stock owned outright by Mr. Bell and are not being offered for public resale by Mr. Bell under this Prospectus. |
( 12 ) |
Bessemer Trust Company, N.A. and Mr. Matthew Smyth are the trustees of the Dietrich Weismann Settlement Trust A and share voting and dispositive power over the shares held by the Dietrich Weismann Settlement Trust A. The address of the Dietrich Weismann Settlement Trust A is c/o Bessemer Trust Co., 100 Woodbridge Center Drive, Woodbridge, NJ 07095, Attn: Custody Asset Transfer Unit. |
( 13 ) |
Bessemer Trust Company, N.A. and Mr. Roger Kimball are the trustees of the Dietrich Weismann Settlement Trust B and share voting and dispositive power over the shares held by the Dietrich Weismann Settlement Trust B. The address of the Dietrich Weismann Settlement Trust B is c/o Bessemer Trust Co., 100 Woodbridge Center Drive, Woodbridge, NJ 07095, Attn: Custody Asset Transfer Unit. |
( 14 ) |
Mr. and Mrs. Brill share voting and investment power over their shares of common stock. The address for Shmuel & Susana Brill is 1 Landmark Square, FL4 Stamford, CT 06901. |
( 15 ) |
The General Partner of Cedarview Opportunities Master Fund, LP is Cedarview GP, LLC. Mr. Burton Weinstein is the holder of the membership interests in Cedarview GP, LLC and therefore has sole voting and investment power over the notes owned by Cedarview Opportunities Master Fund, LP. The address of Cedarview Opportunities Master Fund, LP is One Penn Plaza, 45th Floor, New York, NY 10119. |
( 16 ) |
Mr. Arthur Hebert is the senior managing director and chief financial officer of Dalton Investments LLC, which is the investment advisor to Citigroup Pension Plan Dalton Distressed Credit. Mr. Herbert, Mr. Steve Persky, Ms. Michelle Lynd and Mr. Todd Sherer all share voting and investment power over the notes held by Citigroup Pension Plan Dalton Distressed Credit. The address of Citigroup Pension Plan Dalton Distressed Credit is c/o Dalton Investments LLC, 1601 Cloverfield Boulevard, Suite 5050N Santa Monica, CA 90404. |
( 17 ) |
DG Capital Management, LLC is the investment manager for Commerce Court. Dov Gertzulin is the managing member of DG Capital Management, LLC and has sole voting and investment power over the notes held by Commerce Court. The address of Commerce Court is c/o DG Capital Management, LLC, 460 Park Avenue, 13th Floor, New York, NY 10022. |
( 18 ) |
Mr. Arthur Hebert is the senior managing director and chief financial officer of Dalton Investments LLC, which is the investment advisor to Dalton Distressed Credit (Master) Fund Ltd. Mr. Herbert, Mr. Steve Persky, Ms. Michelle Lynd and Mr. Todd Sherer all share voting and investment power over the notes held by Dalton Distressed Credit (Master) Fund Ltd. The address of Dalton Distressed Credit (Master) Fund Ltd is c/o Dalton Investments LLC, 1601 Cloverfield Boulevard, Suite 5050N Santa Monica, CA 90404. |
( 19 ) |
Mr. Marc Simon is the Director of Del Mar Master Fund, Ltd. Del Mar Asset Management, LP is the advisor to Del Mar Master Fund, Ltd. The general partner of Del Mar Asset Management, LP is Del Mar Management, LLC. David Freelove is the president, chief executive officer and a managing member of Del Mar Management, LLC and has sole voting and investment power over the shares of common |
stock owned by Del Mar Master Fund, Ltd. The address of Del Mar Master Fund, Ltd. is c/o Walkers Financial Svcs, 83 Mary St., Georgetown, Grand Cayman KY1-9005 Cayman Islands. |
( 20 ) |
DG Capital Management, LLC is the investment manager to DG Value Partners, LP. Mr. Dov Gertzulin is the managing member of DG Capital Management, LLC and has sole voting and investment power over the notes held by DG Value Partners, LP. The address of DG Value Partners, LP is c/o DG Capital Management, LLC, 460 Park Avenue, 13th Floor, New York, NY 10022. |
( 21 ) |
Mr. Barry Florescue is President of Florescue Family Corporation and has voting and investment power over the notes and shares of common stock owned by Florescue Family Corporation. The address of Florescue Family Corporation is 50 E. Sample Rd, Suite 400, Pompano Beach, Florida 30064. |
( 22 ) |
Mr. Russell Frye has voting and investment power over his own shares of common stock. The address for Mr. Frye is 4045 NW 58th Place, Boca Raton, FL 33496. |
( 23 ) |
Hayman Capital Management, L.P., the controlling entity of Hayman Capital Master Fund L.P., and Hayman Offshore Management, Inc. (Cayman Islands) are the General Partners of Hayman Capital Master Fund L.P. Hayman Investments, LLC is the General Partner of Hayman Capital Management, L.P. Mr. J. Kyle Bass is the owner of Hayman Investments, LLC, Hayman Capital Management, L.P. and Hayman Offshore Management, Inc., individually and through trust vehicles and therefore has sole voting and investment power over the notes owned by Hayman Capital Master Fund, L.P. The address of Hayman Capital Master Fund L.P. is 2101 Cedar Springs Road, Dallas, TX 75201. |
( 24 ) |
Mr. Arthur Hebert is the senior managing director and chief financial officer of Dalton Investments LLC, which is the investment advisor to Investin Pro FMBA Dalton Distressed Debt. Mr. Herbert, Mr. Steve Persky, Ms. Michelle Lynd and Mr. Todd Sherer all share voting and investment power over the notes held by Investin Pro FMBA Dalton Distressed Debt. The address of Investin Pro FMBA Dalton Distressed Debt is c/o Dalton Investments LLC, 1601 Cloverfield Boulevard, Suite 5050N Santa Monica, CA 90404. |
( 25 ) |
Mr. Lars Mapstead and Mrs. Marin Mapstead are trustees of the Mapstead Trust, created on April 16, 2002 and hold shared voting and investment power over notes and shares of common stock owned by the Mapstead Trust. The address of Mapstead Trust is c/o Bose Mckinney & Evans LLP, 111 Monument Circle, Suite 2700, Indianapolis, IN 46204. |
( 26 ) |
Mr. Paul Weismann is the Manager of PAW Associates, LLC and therefore has sole voting and investment power over the shares of common stock owned by PAW Associates LLC. The address of PAW Associates, LLC is 1 Landmark Square, FL4, Stamford, CT 06901. |
( 27 ) |
Sandler Capital Management is the investment manager for Permal Capital Structure Opportunities, Ltd. (PCSO) and SERF Corp. is a general partner of Sandler Capital Management. The controlling entity of PCSO is Citco Bank and Trust Company, Ltd. Mr. Doug Schimmel holds sole voting and investment power over the notes held by Permal Capital Structure Opportunities, Ltd. The address of PCSO is 711 5th Ave., 15th Floor, New York, NY 10022. |
( 28 ) |
Mr. Kevin Schweitzer is the managing member of Zabak Capital, LLC and holds sole voting and investment power over the notes and shares of common stock held by RockView Trading, Ltd. Zabak Capital, LLC is the managing member of RockView Management LLC. Rockview Management, LLC is the investment manager to RockView Trading, Ltd. The address of Rockview Trading, Ltd. is MetroCenter, One Station Place, 7th Floor, Stamford, CT 06902. |
( 29 ) |
Sheldon Goldman has voting and dispositive power over the notes owned by SG Aurora Master Fund L.P. The address of SG Aurora Master Fund L.P. is 825 Third Ave., 34th Floor, New York, NY 10022. |
( 30 ) |
DG Capital Management, LLC is the investment manager for Special Situations, LLC. Dov Gertzulin is the managing member of DG Capital Management, LLC and has sole voting and investment power over the notes held by Special Situations, LLC. The address of Special Situations, LLC is c/o DG Capital Management, LLC, 460 Park Avenue, 13th Floor, New York, NY 10022. |
( 31 ) |
DG Capital Management, LLC is the investment manager for Special Situations X, LLC. Dov Gertzulin is the managing member of DG Capital Management, LLC and has sole voting and investment power over the notes held by Special Situations X, LLC. The address of Special Situations X, LLC is c/o DG Capital Management, LLC, 460 Park Avenue, 13th Floor, New York, NY 10022. |
( 32 ) |
Mr. Staton is the trustee of Staton Family Perpetual Trust and has sole voting and investment power over the shares of common stock owned by the Staton Family Perpetual Trust, which are held in trust for the benefit of his minor children. The address of Staton Family Perpetual Trust is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
( 33 ) |
Mr. Staton is a member and the manager of Staton Media LLC and therefore has sole voting and investment power over the shares of common stock owned by Staton Media LLC. The address of Staton Media LLC is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
( 34 ) |
Mr. Staton is a member of Staton Family Investments, Ltd. and has sole voting and investment power over the shares of common stock owned by Staton Family Investment, Ltd. The address of Staton Family Investments, Ltd. is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
( 35 ) |
Stonehill Capital Management LLC, a Delaware limited liability company (SCM), is the investment advisor of Stonehill Institutional Partners, L.P. (Stonehill Institutional) and Stonehill General Partner, LLC, (Stonehill GP) is the General Partner of Stonehill Institutional. Mr. John Motulsky, Mr. Christopher Wilson, Mr. Wayne Teetsel, Mr. Thomas Varkey, Mr. Jonathan Sacks, Mr. Peter Sisitsky and Mr. Michael Thoyer (collectively, the Members) are the managing members of SCM and Stonehill GP and share voting and investment power over the notes and shares of common stock owned by Stonehill Institutional. The address of Stonehill Institutional is c/o Stonehill Capital Management LLC, 885 Third Avenue, 30th Floor, New York, NY 10022. |
( 36 ) |
Stonehill Capital Management LLC, a Delaware limited liability company (SCM) is the investment advisor of Stonehill Master Fund Ltd (Stonehill Master). Mr. John Motulsky, Mr. Christopher Wilson, Mr. Wayne Teetsel, Mr. Thomas Varkey, Mr. Jonathan Sacks, Mr. Peter Sisitsky and Mr. Michael Thoyer (collectively, the Members) are the managing members of SCM and share voting and investment power over the notes and shares of common stock owned by Stonehill Master. The address of Stonehill Master is c/o Stonehill Capital Management LLC, 885 Third Avenue, 30th Floor, New York, NY 10022. |
( 37 ) |
The following shares are owned by the members of Strategic Media I LLC: 318,541 shares held by the Bell Family 2000 Trust; 318,541 shares held by Staton Family Investments, Ltd.; 79,635 shares held by James LaChance, a member of the Board of Directors of FriendFinder Networks, Inc., and his wife, Hilary LaChance; 238,906 shares held by Equity Acquisition LLC; 159,271 shares held by PJJZRL, LLC; and 159,271 shares held by the Millenium Gift Trust. The shares held by the Bell Family 2000 Trust are held in trust for the benefit of Mr. Bells children. Mr. Staton has sole voting and investment power over the shares of common stock owned by Strategic Media I LLC in his capacity as a member of Staton Family Investments, Ltd. The address of Strategic Media I LLC is 6800 Broken Sound Parkway, Boca Raton, FL 33487. |
( 38 ) |
Visium Asset Management, LP has discretionary authority over these notes. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the holders of membership interests in JG Asset, LLC and therefore share voting and investment power over the notes owned by Visium Balanced Master Fund, Ltd. The address of Visium Balanced Master Fund, Ltd. is c/o Visium Asset Management, LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
( 39 ) |
Visium Asset Management, LP has discretionary authority over these notes. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the holders of membership interests in JG Asset, LLC and therefore share voting and investment power over the notes owned by Visium Credit Master Fund, Ltd. The address for Visium Credit Master Fund, Ltd. is c/o Visium Asset Management LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
( 40 ) |
Visium Asset Management, LP has discretionary trading authority over these shares of common stock. The General Partner of Visium Asset Management, LP is JG Asset, LLC. Mr. Jacob Gottlieb and Mr. Mark Gottlieb are the members of JG Asset, LLC and therefore share voting and investment power over the shares of common stock owned by Visium Equity Global Master Fund, Ltd. The address of Visium Equity Global Master Fund, Ltd. is c/o Visium Asset Management, LP, 950 Third Avenue, 29th Floor, New York, NY 10022. |
( 41 ) |
Mr. Paul Weismann is the trustee of the Weismann Foundation and therefore has sole voting and investment power over the shares of common stock owned by the Weismann Foundation. The address of the Weismann Foundation is 1 Landmark Square, FL4, Stamford, CT 06901. |
( 42 ) |
Mr. Paul Weismann is the trustee for the 2007 Aidan Stirling Weismann Trust and therefore has sole voting and investment power over the shares of common stock owned by the 2007 Aidan Stirling Weismann Trust. The address of the 2007 Aidan Stirling Weismann Trust is 1 Landmark Square, FL4, Stamford, CT 06901. |
( 43 ) |
Ms. Lucy Veltri is the manager of the Dietrich Weismann Charitable Lead Annuity Trust (Lucy Managed) and has sole voting and investment power over the shares of common stock held by the Dietrich Weismann Charitable Lead Annuity Trust (Lucy Managed). The address of the Dietrich Weismann Charitable Lead Annuity Trust (Lucy Managed) is c/o Philippa V. Weismann, 115 Central Park West, #8FE, New York, NY 10023. |
( 44 ) |
Mr. Paul A. Weismann is the manager of the Dietrich Weismann Charitable Lead Annuity Trust (Paul Managed) and has sole voting and investment power over the shares of common stock held by the Dietrich Weismann Charitable Lead Annuity Trust (Paul Managed). The address of the Dietrich Weismann Charitable Lead Annuity Trust (Paul Managed) is c/o Philippa V. Weismann, 115 Central Park West, #8FE, New York, NY 10023. |
( 45 ) |
Mr. Lawrence Flynn is the trustee of the Dietrich Weismann Revocable Trust and therefore has sole voting and investment power over the shares of common stock owned by the Dietrich Weismann Revocable Trust. The address of the Dietrich Weismann Revocable Trust is 645 Madison Avenue, Floor 14, New York, NY 10022. |
( 46 ) |
Mr. Paul Weismann is the trustee for the 2005 Owen Ayrton Weismann Trust and therefore has sole voting and investment power over the shares of common stock owned by the 2005 Owen Ayrton Weismann Trust. The address for the 2005 Owen Ayrton Weismann Trust is 1 Landmark Square, FL4, Stamford, CT 06901. |
( 47 ) |
Mr. Paul A. Weismann has sole voting and investment power over his own shares of common stock. The address of Mr. Weismann is 3141 Salt Point Tpk, Clinton Corners, NY 12514. |
( 48 ) |
Mr. Paul Weismann is the trustee for the Paul A. Weismann Descendants Trust and therefore has sole voting and investment power over the shares of common stock owned by the Paul A. Weismann Desendants Trust. The address for the Paul A. Weismann Descendants Trust is 1 Landmark Square, FL4, Stamford, CT 06901. |
( 49 ) |
Ms. Philippa V. Weismann has sole voting and investment power over her own shares. The address of Ms. Weismann is 115 Central Park West, #8FE, New York, NY 10023. |
( 50 ) |
Ms. Lucy C. Veltri has sole voting and investment power over her own shares. The address of Ms. Veltri is 5250 Advance Mills Road, Earlysville, VA 22963. |
( 51 ) |
The general partner of Zell Credit Opportunities Master Fund, L.P. is Zell Credit Opportunities (GenPar), L.L.C. Voting and dispositive power over the notes is indirectly held by the trustee of trusts established for the benefit of the family of Samuel Zell, which trusts indirectly own and control Zell Credit Opportunities (GenPar), L.L.C. The trustee of each of the trusts is Chai Trust Company, LLC. The managing member of Chai Trust Company, LLC is EGI Investors, L.L.C. The members of the board of managers of Chai Trust Company, LLC are Matthew Zell, JoAnn Zell, Kellie Zell, Jon Wasserman, Donald Liebentritt and Leah Zell Wanger (collectively, the Board). The Board has voting and investment power over the notes owned by Zell Credit Opportunities Master Fund, L.P. The address of Zell Credit Opportunities Master Fund, L.P. is 2 North Riverside Plaza, Suite 600, Chicago, IL 60606. |
( 52 ) |
Mr. Arthur Hebert is the senior managing director and chief financial officer of Dalton Investments LLC, which is the investment advisor to 2B LLC. Mr. Herbert, Mr. Steve Persky, Ms. Michelle Lynd and Mr. Todd Sherer all share voting and investment power over the notes held by 2B LLC. The address of 2B LLC is c/o Dalton Investments LLC, 1601 Cloverfield Boulevard, Suite 5050N Santa Monica, CA 90404. |
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our ability to service and repay our indebtedness, including our repayment obligations in the event of a change of control; |
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the insufficiency of the collateral relating to the Registrable Notes or any failure to record and/or perfect security interests in such collateral; |
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our history of breaching certain covenants in our note agreements and the Indentures and the risk of future breaches; |
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our failure to maintain financial ratios, satisfy financial tests and remain in compliance with the Indentures; |
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the lack of a public market for the Registrable Notes; |
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a courts ability to void the subsidiary guarantees based on fraudulent conveyance laws; |
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any dilutive effect experienced as a result of purchasing Registrable Shares from the selling securityholders or as a result of future equity issuances; |
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our ability to raise capital in the future; |
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the ability of our executive officers, directors and their affiliates to control matters requiring stockholder approval by virtue of their ownership of a substantial percentage of common stock; |
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our ability to continue to pay the increased costs relating to being a public company; |
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our ability to maintain effective internal controls; |
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the volatility of our stock price; |
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the effect of anti-takeover provisions in our articles of incorporation or provisions of Nevada law on any potential change in control; |
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our history of significant operating losses and the risk of incurring additional net losses in the future; |
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our reliance on subscribers to our websites for most of our revenue; |
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competition from other social networking, internet personals and adult-oriented websites; |
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our reliance on our affiliate network to drive traffic to our websites; |
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increased subscriber churn or subscriber upgrade and retention costs impact on our financial performance; |
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our ability to generate significant revenue from internet advertising; |
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our ability to maintain and enhance our brands; |
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unfavorable economic and market conditions; |
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our reliance on credit cards as a form of payment; |
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our ability to keep up with new technologies and remain competitive; |
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we may be held secondarily liable for the actions of our affiliates; |
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our reliance on internet search websites to direct traffic to our websites; |
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our reliance on member-generated content to our websites; |
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security breaches may cause harm to our subscribers or our systems; |
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we may be subject to liability arising from our media content; |
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our ability to safeguard the privacy of the users of our websites; |
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our ability to enforce and protect our intellectual property rights; |
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we may be subject to claims that we have violated the intellectual property rights of others; |
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our ability to obtain or maintain key website addresses; |
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our ability to scale and adapt our network infrastructure; |
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the loss of our main data center or backup data center or other parts of our infrastructure; |
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systems failures and interruptions in our ability to provide access to our websites and content; |
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companies providing products and services on which we rely may refuse to do business with us; |
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changes in government laws affecting our business; |
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we may be liable if one of our members or subscribers harms another or misuses our websites; |
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risks associated with additional taxes being imposed by any states or countries; |
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we may have unforeseen liabilities from our acquisition of Various and our recourse may be limited; |
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we may not be successful in integrating any future acquisitions we make; |
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risks of international expansion; |
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our reliance on key personnel; |
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our ability to attract internet traffic to our websites; |
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risks associated with currency fluctuations; and |
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risks associated with our litigation and legal proceedings. |
(a)
|
any Person that is a Subsidiary on such Determination Date (or would become a Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have been a Subsidiary at all times during such Measurement Period, |
(b)
|
any Person that is not a Subsidiary on such Determination Date (or would cease to be a Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) will be deemed not to have been a Subsidiary at any time during such Measurement Period, |
(c)
|
if any Obligor shall have in any manner (i) acquired (including through an asset acquisition or the commencement of activities constituting such operating business), or (ii) disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the case of an asset acquisition or the commencement of activities constituting such operating business, all such transactions had been consummated on the first day of such Measurement Period and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period; provided, however, that such pro forma adjustment shall not give effect to the Consolidated EBITDA of any acquired Person to the extent that such Persons net income would be excluded pursuant to clauses (a) through (g) of the definition of Consolidated Net Income; and |
(d)
|
any Indebtedness incurred and proceeds thereof received and applied as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be deemed to have been so incurred, received and applied on the first day of such Measurement Period. |
(a)
|
the net income (or loss) of any Person that is not a Subsidiary of FFN except to the extent of the amount of dividends or other distributions actually paid to FFN or such Subsidiary by such Person during such period, |
(b)
|
gains or losses on Asset Sales by FFN or its Subsidiaries, |
(c)
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all extraordinary gains and extraordinary losses, including such gains and losses derived from Extraordinary Receipts, |
(d)
|
the cumulative effect of changes in accounting principles, |
(e)
|
any net income of any Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, by contract, operation of law, pursuant to its charter or otherwise on the payment of dividends or the making of distributions by such Subsidiary to such Person except that: |
(i)
|
such Persons equity in the net income of any such Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been paid or distributed during such period to such Person as a dividend or other distribution (provided that such ability is not due to a waiver of such restriction), and |
(ii)
|
such Persons equity in a net loss of any such Subsidiary for such period shall be included in determining such Consolidated Net Income regardless of any such restriction, |
(f)
|
in the case of a successor to such Person by consolidation or merger or as a transferee of such Persons assets, any net income or loss of the successor corporation prior to such consolidation, merger or transfer of assets; and |
(g)
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the tax effect of any of the items described in clauses (a) through (f) above. |
(a)
|
the aggregate amounts payable in connection with, and other consideration for (in each case, including all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of any Obligor and the proposed acquisition target and including any earnout or similar payment obligations), any acquisition, whether in one transaction or a series of related transactions, shall not exceed $20,000,000; |
(b)
|
if such acquisition is of Capital Stock in any Person, the acquisition shall be of 100% of the Capital Stock of such Person; |
(c) |
the Holders (including Holders of Conru/Mapstead Definitive Securities) shall have received (i) reasonable advance notice of such acquisition including a reasonably detailed description thereof at least 15 days prior to the consummation of such acquisition, (ii) substantially final drafts of the acquisition agreement and related documents at least 5 Business Days prior to the consummation of such acquisition and (iii) on or prior to the date of such acquisition, copies of the final acquisition agreement and related documents certified by an Authorized Officer as being true, correct and complete copies thereof and any other information reasonably requested by the Required Holders; provided, however, no Obligor shall be required to comply with this clause (c) upon the consummation of a Qualified Initial Public Offering or if the value of the acquisition, whether in one transaction or a series of related transactions, and calculated in accordance with clause (a) above does not exceed $500,000; and |
(d)
|
as of the date of consummation of such acquisition and after giving effect to all transactions to occur on such date as part of such acquisition, (i) the representations and warranties set forth in each Note Document shall be true and correct in all material respects on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. |
|
Minimum EBITDA. We shall not permit our Consolidated EBITDA to be less than the amount specified for the applicable period below: |
Period |
Minimum Consolidated EBITDA |
|||||
---|---|---|---|---|---|---|
Four Fiscal
Quarters Ending: |
||||||
December 31,
2010 |
$ | 85,000,000 | ||||
March 31,
2011 |
$ | 85,000,000 | ||||
June 30, 2011
|
$ | 85,000,000 | ||||
September 30,
2011 |
$ | 85,000,000 |
Period |
Minimum Consolidated EBITDA |
|||||
---|---|---|---|---|---|---|
December 31,
2011 |
$ | 90,000,000 | ||||
March 31,
2012 |
$ | 90,000,000 | ||||
June 30, 2012
|
$ | 90,000,000 | ||||
September 30,
2012 |
$ | 90,000,000 | ||||
December 31,
2012 |
$ | 95,000,000 | ||||
March 31,
2013 |
$ | 95,000,000 | ||||
June 30, 2013
|
$ | 95,000,000 | ||||
September 30,
2013 |
$ | 95,000,000 |
|
Minimum Liquidity. Our unrestricted cash that is on deposit in accounts that are subject to account control agreements in favor of the Trustee shall not be less than $10,000,000 at any time. |
|
Maximum Senior Leverage. Our ratio of outstanding principal under the Senior Secured Notes to Consolidated EBITDA shall not be greater than the amount specified for the applicable period below: |
Four Fiscal Quarters Ending: |
Senior Leverage Ratio |
|||||
---|---|---|---|---|---|---|
December 31,
2010 |
3.5:1.0 | |||||
March 31,
2011 |
3.5:1.0 | |||||
June 30, 2011
|
3.3:1.0 | |||||
September 30,
2011 |
3.3:1.0 | |||||
December 31,
2011 |
3.0:1.0 | |||||
March 31,
2012 |
3.0:1.0 | |||||
June 30, 2012
|
2.8:1.0 | |||||
September 30,
2012 |
2.8:1.0 |
Four Fiscal Quarters Ending: |
Senior Leverage Ratio | |||||
---|---|---|---|---|---|---|
December
31, 2012 |
2.5:1.0 | |||||
March 31,
2013 |
2.5:1.0 | |||||
June 30, 2013
|
2.2:1.0 | |||||
September 30,
2013 |
2.2:1.0 |
|
Maximum Total Leverage. Our ratio of total indebtedness to Consolidated EBITDA shall not be greater than the amount specified for the applicable period below: |
Four Fiscal Quarters Ending: |
Total Leverage Ratio |
|||||
---|---|---|---|---|---|---|
December 31,
2010 |
6.5:1.0 | |||||
March 31,
2011 |
6.5:1.0 | |||||
June 30, 2011
|
6.5:1.0 | |||||
September 30,
2011 |
6.5:1.0 | |||||
December 31,
2011 |
6.1:1.0 | |||||
March 31,
2012 |
6.1:1.0 | |||||
June 30, 2012
|
6.1:1.0 | |||||
September 30,
2012 |
6.1:1.0 | |||||
December 31,
2012 |
5.7:1.0 | |||||
March 31,
2013 |
5.7:1.0 | |||||
June 30, 2013
|
5.7:1.0 | |||||
September 30,
2013 |
5.7:1.0 |
|
Minimum Coverage Ratio. We shall not permit our ratio of Consolidated EBITDA to Annualized Consolidated Interest Expense to be less than the amount specified for the applicable period below: |
Period |
Consolidated Coverage Ratio |
|||||
---|---|---|---|---|---|---|
Four Fiscal
Quarters Ending: |
||||||
December 31,
2010 |
1.9:1.0 | |||||
March 31,
2011 |
1.9:1.0 | |||||
June 30, 2011
|
2.0:1.0 | |||||
September 30,
2011 |
2.0:1.0 | |||||
December 31,
2011 |
2.2:1.0 | |||||
March 31,
2012 |
2.2:1.0 | |||||
June 30, 2012
|
2.3:1.0 | |||||
September 30,
2012 |
2.3:1.0 | |||||
December 31,
2012 |
2.7:1.0 | |||||
March 31,
2013 |
2.7:1.0 | |||||
June 30, 2013
|
2.9:1.0 | |||||
September 30,
2013 |
2.9:1.0 |
|
Maximum Operating Lease Obligations. Our operating lease obligations shall not, in the aggregate, exceed $4,000,000 annually. |
|
Maximum Capitalized Lease Obligations. We shall not incur new capitalized lease obligations that, in the aggregate, exceed $800,000 annually; provided, however the amortization of the capitalized lease obligations shall count against the $4,000,000 basket for operating lease obligations. |
|
Limitations on Loans, Advances, Capital Expenditures and Investments. None of us shall make any loan, advance, guarantee, other extension of credit, capital contribution or investment, except for certain specified exceptions, including, without limitation, (1) listed existing investments, (2) loans and advances |
in the ordinary course of business by any Issuer to any wholly owned subsidiary and by any such subsidiary to any Issuer, (3) any acquisition not exceeding $20,000,000 and otherwise satisfying specified conditions, and (4) specified permitted investments, including, without limitation, investment in any Issuer or a wholly owned subsidiary of any Issuer, aggregate investments in any Person not exceeding $1,000,000 and investments in foreign subsidiaries up to $100,000 in the aggregate. |
|
Limitations on Indebtedness and Liens. None of us shall create, assume, guarantee or allow to exist any lien or indebtedness, except for Permitted Liens and Permitted Indebtedness, including, without limitation, listed existing indebtedness and liens, hedging agreements for up to $5,000,000, liens imposed by law in the ordinary course of business and purchase money liens. |
|
Limitations on Dividends and other Restricted Payments. None of us shall make any of various specified restricted payments, including, without limitation, dividends or other distributions, redemptions or sinking fund payments, compensation to any affiliate or employee, and payments or prepayments on subordinated debt, all subject to certain described exceptions, including, without limitation, in-kind interest payments on the Non-Cash Pay Notes and certain specified payments on the Cash Pay Notes. |
|
Limitations on Transactions with Affiliates. None of us shall enter into any transaction with or for the benefit of any affiliate, except for certain specified transactions, including, without limitation, those in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of our business, for fair consideration and on terms no less favorable than would be obtainable in a comparable arms length transaction with a non-affiliated Person. |
|
Limitations on Sale-Leaseback Transactions. None of us shall incur any obligations as lessee in connection with any sale and leaseback transaction. |
|
Limitations on Consolidations, Mergers, Acquisitions and Dispositions of Assets. None of us shall liquidate or dissolve, or merge or consolidate with any Person, or conduct any sale with respect to our business, property or assets, or purchase or otherwise acquire the assets of any Person, except for (1) assets acquired in the ordinary course of business, (2) mergers and consolidations between FFN and its wholly owned subsidiaries satisfying certain conditions, (3) specified permitted acquisitions, (4) dispositions of obsolete or worn-out equipment in the ordinary course of business, and (5) liquidation or dissolution of any subsidiary that has no material assets or liabilities. |
|
Reporting requirements. The Issuers are required to file with the Securities and Exchange Commission or make publicly available all information required under Rule 144(c) of the Securities Act of 1933 and comply with Section 314 of the Trust Indenture Act of 1939. In addition, we are required to provide the Trustee and the holders of the New Notes with (1) periodic compliance certificates, (2) notice of any change of name, structure or jurisdiction of organization for any of us, (3) notice of default, material adverse change or material action, suit or proceeding, (4) copies of all information which any of us provides to holders of its debt or securities or to any securities exchange, and (5) notice of any material development with respect to value added tax liability. |
|
restricting dividends on the common stock; |
|
diluting the voting power of the common stock; |
|
impairing the liquidation rights of the common stock; or |
|
delaying or preventing a change in control of us without further action by the stockholders. |
|
acquisition of us by means of a tender offer; |
|
acquisition of us by means of a proxy contest or otherwise; or |
|
removal of our incumbent officers and directors. |
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on March 29, 2012 ; |
|
our Current Reports on Form 8-K filed with the SEC on January 12, 2012, January 25, 2012, February 15, 2012, March 29, 2012 and April 25 , 2012; and |
|
the portions of our Proxy Statement on Schedule 14A for our 2012 Annual Meeting of Stockholders that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
Amount | ||||||
Securities
and Exchange Commission Registration Fee |
$ | 72,923.63 | (1) | |||
Legal Fees
and Expenses |
50,000 | |||||
Accounting
Fees and Expenses |
25,000 | |||||
Miscellaneous
Expenses |
15,000 | |||||
Total
|
$ | 162,923.63 |
(1) |
Pursuant to Rule 457(p) of the Securities Act, we offset $58,705.58, which was previously paid in connection with a Registration Statement on Form S-4 filed on August 1, 2011, as amended, and withdrawn on October 17, 2011, against the total amount of the registration fee and simultaneously paid the difference in connection with our filing of the Form S-1 Registration Statement on October 18, 2011. Therefore, no registration fee is necessary for this Post-Effective Amendment to the Registration Statement. |
|
to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys fees, actually and reasonably incurred by such person in connection therewith; |
|
the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and |
|
the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any |
such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. |
1. |
any amount paid with respect to a claim, issue or matter for which the agent has been adjudged liable to the corporation and its shareholders in the performance of his or her duty, except for any expenses (exclusive of judgment or settlement amount) specifically authorized by the court in which the proceeding is or was pending in accordance with statutory requirements; |
2. |
any amount paid by the agent in settling or otherwise disposing of a threatened or pending lawsuit by the corporation, with or without court approval; and |
3. |
any expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval. |
|
indemnify a person; |
|
pay in advance or reimburse expenses incurred by a person; and |
|
purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person. |
(a)
|
Exhibits Required by Item 601 of Regulation S-K. |
Exhibit Number |
Description |
|||||
---|---|---|---|---|---|---|
2.1 |
Agreement and Plan of Merger, dated as of September 7, 2011, by and among FriendFinder Networks Inc., JGC Holdings Limited, BDM Global
Ventures Limited, Global Investment Ventures LLC and Anthony R. Bobulinski(2) |
|||||
3.1 |
Amended and Restated Articles of Incorporation of FriendFinder Networks Inc., which became effective on January 25, 2010(1) |
|||||
3.2 |
Amended and Restated Bylaws of FriendFinder Networks Inc.(4) |
|||||
4.1 |
Specimen of Common Stock Certificate(1) |
|||||
4.13 |
Registration Rights Agreement dated December 6, 2007 (Warrants)(1) |
|||||
4.14 |
Amendment to Registration Rights Agreement (Warrants) dated October 8, 2009(1) |
|||||
4.20 |
Intercreditor and Subordination Agreement, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party
thereto, and U.S. Bank, N.A. as Trustee.(1) |
|||||
4.21 |
Second Lien Intercreditor Agreement, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party
thereto, and U.S. Bank, N.A. as Trustee.(1) |
|||||
4.35 |
Form
of 14% Senior Secured Note, Series A, Due 2013 (filed with Exhibit 4.66) |
|||||
4.36 |
Form
of 14% Senior Secured Note, Series B, Due 2013 (filed with Exhibit 4.66) |
|||||
4.37 |
Form
of Cash Pay Secured Note, Series A, Due 2013 (filed with Exhibit 4.68) |
|||||
4.38 |
Form
of Cash Pay Secured Note, Series B, Due 2013 (filed with Exhibit 4.68) |
|||||
4.39 |
Agreement re: Limitation on Ability to Acquire Common Stock by and between FriendFinder Networks Inc. and Beach Point Capital Management LP
dated October 8, 2009(1) |
|||||
4.40 |
Form
of Amendment to Warrants executed in connection with Agreement re: Limitation on Ability to Acquire Common Stock(1) |
|||||
4.65 |
Binding Term Sheet by and among FriendFinder Networks Inc., Interactive Network, Inc., Andrew B. Conru Trust Agreement, Mapstead Trust,
created on April 16, 2002, Andrew B Conru, Lars Mapstead, Daniel Staton and Marc H. Bell, dated October 8, 2009(1) |
|||||
4.66 |
Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as
Trustee relating to the 14% Senior Secured Notes due 2013(1) |
|||||
4.67 |
Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as
Trustee relating to the 11.5% Convertible Non-Cash Pay Secured Notes due 2014(1) |
|||||
4.68 |
Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as
Trustee relating to the 14% Cash Pay Secured Notes due 2013(1) |
|||||
4.69 |
Security and Pledge Agreement(1) |
|||||
4.70 |
Second Lien Cash Pay Security and Pledge Agreement(1) |
|||||
4.71 |
Form
of Non-Cash Pay Secured Note, Series A, Due 2014 (filed with Exhibit 4.67) |
|||||
4.72 |
Form
of Non-Cash Pay Secured Note, Series B, Due 2014 (filed with Exhibit 4.67) |
|||||
4.73 |
Supplemental Indenture, dated as of March 27, 2012, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S.
Bank, N.A. as Trustee relating to the 14% Senior Secured Notes due 2013(4) |
|||||
4.74 |
Supplemental Indenture, dated as of March 27, 2012, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S.
Bank, N.A. as Trustee relating to the 14% Cash Pay Secured Notes due 2013(4) |
|||||
5.1 |
Opinion of Akerman Senterfitt** |
Exhibit Number |
Description | |||||
---|---|---|---|---|---|---|
5.2 |
Opinion of Brownstein Hyatt Farber Schreck, LLP as to matters of Nevada law** |
|||||
5.3 |
Opinion of Brownstein Hyatt Farber Schreck, LLP as to matters of California law** |
|||||
10.1 |
Form
of Indemnification Agreement between FriendFinder Networks Inc. and its Directors and Officers(1) |
|||||
10.2 |
Amended and Restated Management Agreement, dated as of November 1, 2010, by and between the Company and Bell & Staton, Inc.(1) |
|||||
10.3 |
Form
of Employment Agreement, dated as of March , 2011, by and between FriendFinder Networks Inc. and Daniel C. Staton, effective upon closing of the
Exchange Offering(1) |
|||||
10.4 |
Form
of Employment Agreement, dated as of March , 2011, by and between FriendFinder Networks Inc. and Marc H. Bell, effective upon closing of the Exchange
Offering(1) |
|||||
10.14 |
Independent Contractor Agreement dated September 21, 2007, by and between Hinok Media Inc. and Various, Inc.(1) |
|||||
10.15 |
Amendment to Independent Contractor Agreement dated May 12, 2008, by and between Hinok Media Inc. and Various, Inc.(1) |
|||||
10.16 |
Amendment No. 2 to Independent Contractor Agreement, Assignment and Limited Waiver dated October 8, 2009, by and between Hinok Media Inc.,
YouMu, Inc. and Various Inc.(1) |
|||||
10.17 |
Amendment to Letter Agreement Dated October 8, 2009 by and among the Company, Andrew B. Conru Trust Agreement, Mapstead Trust and Messrs.
Conru, Mapstead, Bell and Staton(1) |
|||||
10.18 |
Letter Agreement relating to confirmation of certain consent and exchange fees, by and between the Company and Andrew B. Conru Trust Agreement
dated October 27, 2010(1) |
|||||
10.19 |
Letter Agreement relating to confirmation of certain consent and exchange fees, by and between the Company and Mapstead Trust dated October
27, 2010(1) |
|||||
10.21 |
Employee Proprietary Information Agreement dated September 21, 2007, by and between Andrew B. Conru and Various, Inc.(1) |
|||||
10.22 |
Independent Contractor Agreement dated September 21, 2007, by and between Legendary Technology Inc. and Various, Inc.(1) |
|||||
10.23 |
Amendment No. 1 to Independent Contractor Agreement dated October 8, 2009, by and between Legendary Technology Inc. and Various, Inc.(1) |
|||||
10.24 |
Employee Proprietary Information Agreement dated September 21, 2007, by and between Lars Mapstead and Various, Inc.(1) |
|||||
10.28 |
Second Amended and Restated Employment Offer, Dated April 1, 2010, by and between the Company and Ezra Shashoua(1) |
|||||
10.29 |
Form
of Employment Agreement, dated as of March 14, 2011, by and between FriendFinder Networks Inc. and Anthony Previte(1) |
|||||
10.30 |
Employment Agreement, effective as of January 1, 2011, by and between the Company and Robert Brackett(1) |
|||||
10.33 |
Employee Proprietary Information Agreement dated November 9, 2007, by and between Various, Inc. and Robert Brackett(1) |
|||||
10.35 |
Fourth Amendment to Lease, Dated November 1, 2010, by and between 6800 Broken Sound LLC and FriendFinder Networks Inc.(1) |
|||||
10.36 |
Lease
dated May 6, 2008 by and between 20 Broad Company LLC and Penthouse Media Group Inc.(1) |
|||||
10.37 |
Lease
dated April 24, 2009 by and between NBP Partners I, LLC and Steamray Studios, Inc.(1) |
|||||
10.43 |
Lease
dated May 9, 2008, between Batton Associates, LLC, Lessor and Various, Inc., Lessee(1) |
|||||
10.44 |
Commercial Lease Agreement dated December 14, 2009 by and between Escondido Partners II, LLC and Steamray Inc.(1) |
Exhibit Number |
Description | |||||
---|---|---|---|---|---|---|
10.45 |
Amended and Restated FriendFinder Networks Inc. 2008 Stock Option Plan(1) |
|||||
10.46 |
Form
of FriendFinder Networks Inc. Stock Option Agreement for Employees(1) |
|||||
10.47 |
Form
of FriendFinder Networks Inc. Stock Option Agreement Non-ISO(1) |
|||||
10.48 |
Form
of FriendFinder Networks Inc. Stock Option Agreement for Directors(1) |
|||||
10.49 |
Form
of FriendFinder Networks Inc. Stock Option Agreement for Consultants(1) |
|||||
10.50 |
Form
of FriendFinder Networks Inc. Stock Option Agreement for Board Consultants(1) |
|||||
10.51 |
FriendFinder Networks Inc. 2009 Restricted Stock Plan(1) |
|||||
10.52 |
Form
of FriendFinder Networks Inc. 2009 Restricted Stock Plan Restricted Stock Grant Agreement(1) |
|||||
10.53 |
Agreement, dated as of December 17, 2009, by and between Daniel C. Staton and FriendFinder Networks Inc.(1) |
|||||
10.54 |
Agreement, dated as of December 17, 2009, by and between Marc H. Bell and FriendFinder Networks Inc.(1) |
|||||
10.55 |
Agreement, dated as of December 17, 2009, by and between Andrew B. Conru Trust Agreement and FriendFinder Networks Inc.(1) |
|||||
10.56 |
Agreement, dated as of December 17, 2009, by and between Mapstead Trust, created on April 16, 2002 and FriendFinder Networks Inc.(1) |
|||||
10.57 |
Equity Put Agreement, dated as of September 7, 2011, by and among FriendFinder Networks Inc., the Shareholders and Anthony R. Bobulinski, in
his capacity as the Shareholders representative.(2) |
|||||
10.58 |
Registration Rights Agreement, dated as of September 7, 2011, by and among FriendFinder Networks Inc., Global Investment Ventures LLC and
Anthony R. Bobulinski(2) |
|||||
10.59 |
Employment Agreement, dated as of November 18, 2011, between FriendFinder Networks Inc., Various, Inc. and Ezra Shashoua.(3) |
|||||
12.1 |
Statement re Computation of Ratios*** |
|||||
21.1 |
List
of Subsidiaries(4) |
|||||
23.1 |
Consent of EisnerAmper LLP* |
|||||
23.2 |
Consent of Akerman Senterfitt (included in Exhibit 5.1)** |
|||||
23.3 |
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2)** |
|||||
23.4 |
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.3)** |
|||||
24.1 |
Powers of Attorney (included on signature pages)**** |
* |
Filed with Post-Effective Amendment No. 1 to the registration statement on Form S-1 (File No. 333-177360) on April 3, 2012 . |
** |
Filed with Amendment No. 2 to the registration statement on Form S-1 (File No. 333-177360) on December 16, 2011. |
*** |
Filed herewith. |
**** |
Filed with the registration statement on Form S-1 (File No. 333-177360) on October 18, 2011. |
(1) |
Incorporated by reference to the exhibit with the corresponding number filed with the Form S-1(File No. 333-156414) or any of the amendments filed thereto. |
(2) |
Incorporated by reference to Exhibits 2.1, 10.1 and 10.2 filed with the Form 8-K on September 12, 2011. |
(3) |
Incorporated by reference to Exhibit 10.1 filed with the Form 8-K on November 22, 2011. |
(4) |
Incorporated by reference to the corresponding Exhibit filed with the Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 29, 2012. |
FRIENDFINDER NETWORKS INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Chairman of the Board |
April 24 , 2012 |
||||||||
*/s/ Barry W.
Florescue Barry W. Florescue |
Director |
April 24 , 2012 |
||||||||
*/s/ Robert B.
Bell Robert B. Bell |
Director |
April 24 , 2012 |
||||||||
*/s/ James
LaChance James LaChance |
Director |
April 24 , 2012 |
||||||||
*/s/ Jason
Smith Jason Smith |
Director |
April 24 , 2012 |
||||||||
*/s/ Toby E.
Lazarus Toby E. Lazarus |
Director |
April 24 , 2012 |
||||||||
Donald A. Johnson |
Director |
|||||||||
Steven Rattner |
Director |
|||||||||
Kai Shing Tao |
Director |
|||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
INTERACTIVE NETWORK, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
ARGUS
PAYMENTS INC. |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, Chief Operating Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, Chief Operating Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer, Secretary, Treasurer & Director (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
BIG
ISLAND TECHNOLOGY GROUP, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
BLUE HEN
GROUP INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
CONFIRM
ID, INC. |
||||||||||
By: |
*/s/ David Bloom |
|||||||||
Name: David Bloom |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ David
Bloom David Bloom |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
DANNI
ASHE, INC. |
||||||||||
By: |
*/s/ Paul Asher |
|||||||||
Name: Paul Asher |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Paul
Asher Paul Asher |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FASTCUPID, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FIERCE
WOMBAT GAMES INC. |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Treasurer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FLASH
JIGO CORP. |
||||||||||
By: |
*/s/ Anthony R. Bobulinski |
|||||||||
Name: Anthony R. Bobulinski |
||||||||||
Title: President and Sole Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony R.
Bobulinski Anthony R. Bobulinski |
President & Sole Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
*/s/ Matt
Brennan Matt Brennan |
Treasurer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FRIENDFINDER CALIFORNIA INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FRIENDFINDER VENTURES INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
FRNK
TECHNOLOGY GROUP |
||||||||||
By: |
*/s/ David Bloom |
|||||||||
Name: David Bloom |
||||||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ David
Bloom David Bloom |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GENERAL
MEDIA ART HOLDING, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GENERAL
MEDIA COMMUNICATIONS, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President and Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GENERAL
MEDIA ENTERTAINMENT, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GLOBAL
ALPHABET, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GMCI
INTERNET OPERATIONS, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
GMI
ON-LINE VENTURES, LTD. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
MAGNOLIA
BLOSSOM INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
MEDLEY.COM INCORPORATED |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
NAFT
NEWS CORPORATION |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Treasurer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PENTHOUSE DIGITAL MEDIA PRODUCTIONS INC. |
||||||||||
By: |
*/s/ Paul Asher |
|||||||||
Name: Paul Asher |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Paul
Asher Paul Asher |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PENTHOUSE IMAGES ACQUISITIONS, LTD. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PERFECTMATCH INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PLAYTIME
GAMING INC. |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Treasurer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PMGI
HOLDINGS INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PPM
TECHNOLOGY GROUP, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
PURE
ENTERTAINMENT TELECOMMUNICATIONS, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
SHARKFISH, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
SNAPSHOT
PRODUCTIONS, LLC |
||||||||||
By: |
*/s/ Paul Asher |
|||||||||
Name: Paul Asher |
||||||||||
Title: Manager & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Paul
Asher Paul Asher |
Manager & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
STREAMRAY INC. |
||||||||||
By: |
*/s/ David Bloom |
|||||||||
Name: David Bloom |
||||||||||
Title: President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ David
Bloom David Bloom |
President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
STREAMRAY STUDIOS INC. |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
TAN DOOR
MEDIA INC. |
||||||||||
By: |
*/s/ Anthony Previte |
|||||||||
Name: Anthony Previte |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Anthony
Previte Anthony Previte |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Treasurer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
TRAFFIC
CAT, INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
TRANSBLOOM, INC. |
||||||||||
By: |
*/s/ David Bloom |
|||||||||
Name: David Bloom |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ David
Bloom David Bloom |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
VARIOUS,
INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
*/s/ Robert
Brackett Robert Brackett |
President (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
VIDEO
BLISS, INC. |
||||||||||
By: |
*/s/ Paul Asher |
|||||||||
Name: Paul Asher |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Paul
Asher Paul Asher |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
WEST
COAST FACILITIES INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s Ezra
Shashoua/ Attorney-in-fact |
XVHUB
GROUP INC. |
||||||||||
By: |
*/s/ Marc H. Bell |
|||||||||
Name: Marc H. Bell |
||||||||||
Title: Chief Executive Officer, President & Director |
Signature |
Title |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
*/s/ Marc H.
Bell Marc H. Bell |
Chief
Executive Officer, President & Director (Principal Executive Officer) |
April 24 , 2012 |
||||||||
/s/ Ezra
Shashoua Ezra Shashoua |
Chief
Financial Officer (Principal Financial & Accounting Officer) |
April 24 , 2012 |
||||||||
*/s/ Daniel C.
Staton Daniel C. Staton |
Director |
April 24 , 2012 |
||||||||
*/s/ Ezra
Shashoua Attorney-in-fact |
Exhibit 12.1
Ratio of Earnings to Fixed Charges
Fiscal Year Ended | ||||||||||||||||||||||||
(in thousands) | December 31, 2006 | December 31, 2007 | December 31, 2008 | December 31, 2009 | December 31, 2010 | December 31, 2011 | ||||||||||||||||||
Earnings: | ||||||||||||||||||||||||
Pre-tax loss | $ | (49,941 | ) | $ | (36,347 | ) | $ | (64,142 | ) | $ | (46,548 | ) | $ | (43,639 | ) | $ | (31,143 | ) | ||||||
Fixed Charges | 8,551 | 17,307 | 88,273 | 97,277 | 91,981 | 88,612 | ||||||||||||||||||
Total Earnings (loss) | $ | (41,390 | ) | $ | (19,040 | ) | $ | 24,131 | $ | 50,729 | $ | 48,342 | $ | 57,469 | ||||||||||
Fixed Charges: | ||||||||||||||||||||||||
Interest expense, including amortized discount and deferred debt costs | $ | 8,250 | $ | 15,953 | $ | 81,061 | $ | 92,305 | $ | 88,883 | $ | 85,999 | ||||||||||||
Interest related to VAT liability not charged to customers | 0 | 1,079 | 6,528 | 4,205 | 2,293 | 1,808 | ||||||||||||||||||
Interest element of rent expense | 301 | 275 | 684 | 767 | 805 | 805 | ||||||||||||||||||
Total Fixed Charges | $ | 8,551 | $ | 17,307 | $ | 88,273 | $ | 97,277 | $ | 91,981 | $ | 88,612 | ||||||||||||
Deficiency | 49,941 | 36,347 | 64,142 | 46,548 | 43,639 | 31,143 |
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Akerman Senterfitt
One Southeast Third Avenue
25th Floor
Miami, Florida 33131
Tel: 305.374.5600
Fax: 305.374.5095
April 25, 2012
Mr. Mark P. Shuman
Branch Chief Legal
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Re:
FriendFinder Networks Inc.
Post-effective Amendment No. 1 to Registration Statement on Form S-1
Filed April 3, 2012
File No. 333-177360
Dear Mr. Shuman:
On behalf of FriendFinder Networks Inc. (the "Company"), we hereby respond to the Commission Staff's comment letter dated April 12, 2012 regarding Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (the "Registration Statement"). Post-Effective Amendment No. 2 to the Registration Statement has been filed to respond to these comments.
Please note that for the Staff's convenience, we have recited the Staff's comment in boldface type and provided the Company's response immediately thereafter.
General
1.
You state in your explanatory note "no changes have been made to the prospectus" contained in your registration statement. We note, however, that you are filing this post-effective amendment to update and supplement the information contained in Part I of your registration statement. As such, your document should contain a prospectus that conforms to the requirements of Form S-1. See paragraphs (b) and (e) of Securities Act Rule 472.
BOCA RATON DALLAS DENVER
FORT LAUDERDALE JACKSONVILLE LAS VEGAS LOS ANGELES
MADISON MIAMI NAPLES
NEW YORK ORLANDO
PALM BEACH SALT LAKE CITY TALLAHASSEE TAMPA
TYSONS CORNER WASHINGTON, D.C.
WEST PALM BEACH
Mr. Mark P. Shuman
United States Securities and Exchange Commission
April 25, 2012
Page 2
We acknowledge the Staff's comment. Post-Effective Amendment No. 2 contains a prospectus that confirms to the requirements of Form S-1. In addition, the explanatory note has been revised to state that Post-Effective Amendment No. 2 is being filed to include via incorporation by reference the information contained in (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, (ii) the Company's Current Reports on Form 8-K that have been filed since December 31, 2011 and (iii) the portions of the Company's Definitive Proxy Statement on Schedule 14-A for its 2012 Annual Meeting that are incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as well as to update other information in the Prospectus which forms a part of the Registration Statement.
Incorporation by Reference of Certain Documents, page 3
2.
You state that you incorporate by reference the information contained in the documents listed in this section. In order to incorporate by reference into a Form S-1, you must have filed your complete annual report for your most recently completed fiscal year. See General Instruction VII.C of Form S-1. We note that you have yet to file your proxy statement, which would provide the Part III information for your Form 10-K for that year. As such, you do not appear to meet the requirements of General Instruction VII at this time, and are currently ineligible to incorporate by reference. For guidance, see Question 117.05 of Regulation S-K Compliance and Disclosure Interpretation, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
We acknowledge the Staff's comment. The Company has filed its Definitive Proxy Statement on Schedule 14-A for its 2012 Annual Meeting of Stockholders. Accordingly, the Company believes that the Company has filed a complete annual report for its most recently completed fiscal year and it may now incorporate by reference the information required in its completed annual report into the Form S-1.
We believe the responses provided above address the Staff's comments and we look forward to hearing from you regarding the Registration Statement and Post-Effective Amendment No. 2. If you have any questions, please call me at (305) 982-5658.
Sincerely,
AKERMAN SENTERFITT
/s/ Bradley D. Houser