8-K 1 v196767_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
Date of report (Date of earliest event reported)  September 10, 2010                                                                                                                                

 
RVUE HOLDINGS, INC. 

(Exact Name of Registrant as Specified in Its Charter)


NEVADA 

(State or Other Jurisdiction of Incorporation)


333-158117
94-3461079
(Commission File Number)
(IRS Employer Identification No.)

 
100 N.E. 3rd Avenue, Suite 200, Fort Lauderdale, Florida
33301
(Address of Principal Executive Offices)
(Zip Code)

954-525-6464

(Registrant's Telephone Number, Including Area Code)



(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 3.02.  Unregistered Sales of Equity Securities.
 
On September 10, 2010, rVue Holdings, Inc. (the “Company”) sold 3,000,000 shares of its Common Stock, $.001 par value, to two institutional investors (“Investors”) in consideration for $600,000 before Placement Agent Fees of $48,000 payable in cash, and 500,000 shares of Common Stock.  The shares of Common Stock will be issued to the Investors and the Placement Agents without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, as a transaction by the Company not involving any public offering, and Rule 506 promulgated thereunder.  A press release of the Company is attached as Exhibit 99.1 to this report and is incorporated by this reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
99.1           Press release dated September 15, 2010
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RVUE HOLDINGS, INC.
   
Dated:  September 15, 2010
By/s/David A. Loppert
 
David A. Loppert
 
Chief Financial Officer
 
 
 

 
 
EXHIBITS INDEX
 
Exhibit No.
 
Description
     
99.1
 
Press release dated September 15, 2010