8-K 1 v068071_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): March 7, 2007

U.S. WIRELESS DATA, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-22848
84-1178691
(Commission File Number)
(IRS Employer Identification No.)
 
2121 Avenue of the Stars, Suite 2550, Los Angeles, CA
90067
(Address of Principal Executive Offices)
(Zip Code)

(310) 601-2500
(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 1.01 Entry into a Material Definitive Agreement.

On March 7, 2007, U.S. Wireless Data, Inc., a Delaware corporation (“USWD”) entered into Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (the “Amendment”) with StarVox Acquisition, Inc., a California corporation and a wholly-owned subsidiary of USWD (“Merger Sub”) and StarVox Communications, Inc. a California corporation (“StarVox”). The amendment extended the date on which either party can terminate the agreement from February 28, 2007 to March 31, 2007.
 
The material terms of the original agreement, as amended and restated, are as contained in USWD’s Current Reports on Form 8-K filed with the S.E.C. on June 20, 2006 and February 9, 2007 and are incorporated herein by reference.
 
The form of the Amendment is attached hereto as Exhibit 2.1.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.
 
2.1
Form of Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated as of March 7, 2007, among U.S. Wireless Data, Inc., StarVox Acquisition, Inc., and StarVox Communications, Inc.
 

 
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.
     
  U.S. WIRELESS DATA, INC.
 
 
 
 
 
 
Dated: March 12, 2007
  
/s/ Robert Ellin
 
Robert Ellin
Chief Executive Officer
 


EXHIBIT INDEX
 
Exhibit Number
 
Description
     
2.1
 
Form of Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated as of March 7, 2007, among U.S. Wireless Data, Inc., StarVox Acquisition, Inc., and StarVox Communications, Inc.