0001199835-14-000143.txt : 20140401 0001199835-14-000143.hdr.sgml : 20140401 20140401162357 ACCESSION NUMBER: 0001199835-14-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140326 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Massive Interactive, Inc. CENTRAL INDEX KEY: 0001481218 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 208295316 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53892 FILM NUMBER: 14734513 BUSINESS ADDRESS: STREET 1: 6TH FLOOR, 10 LOWER THAMES STREET CITY: LONDON STATE: X0 ZIP: EC3R 6AF BUSINESS PHONE: 442076365585 MAIL ADDRESS: STREET 1: 6TH FLOOR, 10 LOWER THAMES STREET CITY: LONDON STATE: X0 ZIP: EC3R 6AF FORMER COMPANY: FORMER CONFORMED NAME: Xtreme Oil & Gas, Inc. DATE OF NAME CHANGE: 20100115 8-K 1 massiveinteractive_8k-15949.htm MASSIVE INTERACTIVE, INC. FORM 8K massiveinteractive_8k-15949.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) March 26, 2014
 
Massive Interactive, Inc. 
 (Exact Name of Registrant as Specified in Its Charter)
 
 
 Nevada     000-53892  20-8295316
 (State or Other Jurisdiction     (Commission File Number)   (I.R.S. Employer
 of Incorporation)     Identification No.)
 
 
56th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom
(Address of Principal Executive Offices)
 
(214) 432-8002
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
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Item 1.01 Entry into a Material Definitive Agreement.
 
On March 26, 2014, Massive Interactive, Inc. (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with its Chief Executive Officer, Ronald Downey, to acquire Wunderkind Group Pty Ltd. (“Wunderkind”).  Mr. Downey is the majority shareholder of Wunderkind.
 
Under the terms of the Letter of Intent, the Company intends to purchase, directly or through a subsidiary, all the outstanding shares of Wunderkind in exchange for a convertible promissory note issued by the Company (the “Transaction”).  The principal amount of the promissory note will be $5.5 million and it will be convertible into 45% of the total shares of common stock issued and outstanding of the Company on a fully diluted post-Transaction basis. The Company shall have until April 26, 2014, to complete its financial, legal and business due diligence of Wunderkind and the Letter of Intent shall not be enforceable upon the discovery of any material non-disclosed information or event during the Company’s due diligence of Wunderkind.  The closing of the Transaction is conditioned upon the approval and consent of the Company’s majority shareholder, Southport Lane Management, LLC, the Company’s board of directors, and Wunderkind’s board of directors, respectively.  The closing is also subject to the Company obtaining a satisfactory fairness opinion with regard to Transaction.
 
The foregoing description of the Letter of Intent is not purported to be complete and is qualified in its entirety by reference to the complete text of such Letter of Intent attached hereto as Exhibit 10.1.
 
Item 9.01 Financial Statements and Exhibits

                              
Exhibit No.
Description
 

 
 
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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.

 
Date: April 1, 2014

 
Massive Interactive, Inc.
 
/s/ Antaine Furlong
Antaine Furlong, Chief Financial Officer
 
 
 
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 EX-10.1 2 exhibit_10-1.htm LETTER AGREEMENT AMONG MASSIVE INTERACTIVE, INC. AND RONALD DOWNEY, DATED MARCH 26, 2014. exhibit_10-1.htm
EXHIBIT 10.1
 
 
March 26, 2014

Mr. Ronald Downey
Wunderkind Group Pty Ltd
Level 2, 113-115 Oxford St.
Darlinghurst, NSW 2010
Australia

Re: Binding Letter of Intent to acquire a stake in Wunderkind Group Pty. Ltd.
 
Dear Mr. Downey

 
Massive Interactive (“Massive”) is pleased to present the following binding Letter of Intent (“LOI”) to purchase directly, or through an affiliate (the “Transaction”), a majority stake in Wunderkind, Group Pty Ltd (“Wunderkind” or the “Company”).  The principal terms of the proposed transaction are as follows:
 
 
I.
Purchase Price: Massive intends to purchase Wunderkind through an exchange of all the shares of Wunderkind for a convertible note issued by Massive. The note will have a face value of $5.5 million and will be convertible into 45% of the total shares issued and outstanding of Massive on a fully diluted post transaction basis.
 
 
II.
Convertible Note: Interest will be payable upon the earlier of maturity or conversion only.
 
 
III.
Term: 1 year
 
 
IV.
Additional Diligence: Massive intends to complete a financial, legal and business review of the Company, which will be limited to no longer than 20 days from the date of the execution of this binding LOI.
 
 
V.
Binding Effect: Both Massive and Wunderkind agree that the terms of this agreement are binding and in full effect upon execution. Therefore, this LOI is intended to be and will create a legally binding obligation for both parties. However, said binding effect is agreed to no longer be enforceable upon discovery of any material non-disclosed public information or event that is discovered during the course of due diligence.
 
 
VI.
Timing: As stated above, Massive intends to be but is not obligated to conduct and complete due diligence by April 26, 2014 or by a date mutually agreed upon by Massive and Wunderkind.
 
 
VII.
Approvals and Additional Conditions: Buyers view the due diligence process to be a confirmatory process and not one to be used to renegotiate the price. However, as a condition of closing this transaction, Massive requires that the following

 
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a.)
The approval and consent of Massive’s majority shareholder Southport Lane Management LLC (“Southport”) as evidenced by a valid and authorized signatory of Southport executing this LOI below, and
 
 
b.)
The approval and consent of the Board of Directors of Massive.
 
 
c.)
The approval and consent of the Board of Directors of Wunderkind.
 
Massive is very enthusiastic about the opportunity to pursue the proposed Transaction and are prepared to commence due diligence as soon as possible. We look forward to the Company’s response to our proposal, and we hope that this LOI adequately expresses our serious intention to complete the Transaction, subject to such due diligence and other closing conditions.
 
Please feel free to contact me with any questions you might have regarding this IOI.
 

 
Sincerely,
 
MASSIVE INTERACTIVE INC

/s/ Antaine Furlong
By: Antaine Furlong
Its: CFO, Director
Date: 26.03.2014

AGREED AND ACCEPTED
WUNDERKIND GROUP PTY LTD

/s/ Monique Ellis
By:  Monique Ellis
Its: MP, Director
Date: 26.03.2014

AGREED AND ACCEPTED
SOUTHPORT LANE MANAGEMENT LLC

/s/ Andrew Sherr
By: Andrew Sherr
Its: Authorized Signatory
Date: March 26, 2014
 
 
 
 
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