Attached files
| file | filename |
|---|---|
| EX-10.1 - SPONGETECH DELIVERY SYSTEMS INC | v165164_ex10-1.htm |
| EX-10.2 - SPONGETECH DELIVERY SYSTEMS INC | v165164_ex10-2.htm |
| EX-99.1 - SPONGETECH DELIVERY SYSTEMS INC | v165164_ex99-1.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): November 6, 2009 (November 5,
2009)
SPONGETECH DELIVERY
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-100925
|
54-2077231
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
10
West 33rd Street,
Suite 518
New
York, New York 10001
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (212) 695-7850
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:
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
November 5, 2009, SpongeTech Delivery Systems, Inc. (“SpongeTech”) and R.M.
Enterprises International Inc. (an entity in which SpongeTech’s directors and
officers hold direct and/or indirect ownership interests, and of which certain
of SpongeTech’s officers and directors serve as officers and/or
directors) (“RM”) entered into a Settlement Agreement (the
“Settlement Agreement”) with GetFugu, Inc. (“GetFugu”). By way of
background, on September 8, 2009, SpongeTech announced that it intended to
invest $4 million into GetFugu`s mobile-based web search and e-commerce
technology. An aggregate of $1,750,000 was advanced to GetFugu in
anticipation of the entry into a definitive investment agreement. On September
24, 2009, SpongeTech announced the rescission of investment plans in GetFugu and
that GetFugu had advised SpongeTech that it currently did not have the funds to
repay the $1,750,000 and that it was seeking alternative financing sources to
fund a reimbursement. On September 30, 2009, SpongeTech filed a lawsuit in
the United States District Court for the Southern District of New York against
GetFugu (the “Lawsuit”). The complaint alleged breach of contract, breach of
fiduciary duty, common law fraud, conversion, willful misconduct and unlawful
appropriation of funds by GetFugu and sought to recover the funds which were
previously delivered to GetFugu.
Pursuant
to the Settlement Agreement, the parties agreed to an immediate dismissal of the
Lawsuit with prejudice, and each of SpongeTech and RM released GetFugu, and
GetFugu released each of SpongeTech and RM, from any claims, rights, damages or
obligations against the other, including without limitation and causes of action
that either were asserted or could have been asserted in the Lawsuit. In
addition, GetFugu agreed to issue to SpongeTech and RM an aggregate of 5,250,525
shares of common stock of GetFugu (the “Shares”) in consideration for the
$1,750,000 which GetFugu had previously received, and granted piggy-back
registration rights with respect to the Shares. SpongeTech will also
be placed on GetFugu’s mobile search platform.
The
foregoing summary of the agreements and transactions described in above is
qualified in its entirety by reference to the definitive transaction documents,
copies of which are attached as exhibits to the this Current Report on Form
8-K.
The
Company announced this event by press release on November 6, 2009, a copy of
which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and
Exhibits.
|
Exhibit
No.
|
Description
|
|
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10.1
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Settlement
Agreement dated November 5, 2009 by and between SpongeTech Delivery
Systems, Inc., R.M. Enterprises International, Inc. and GetFugu,
Inc.
|
|
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10.2
|
Form
of Subscription Agreement dated November 5, 2009 by and between SpongeTech
Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu,
Inc.
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|
|
99.1
|
Press
Release dated November 6,
2009.
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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.
|
SpongeTech
Delivery Systems, Inc.
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|||
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Date:
November 6, 2009
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By:
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/s/ Steven
Moskowitz
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Steven
Moskowitz
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|||
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Chief
Operating Officer and Chief Financial Officer
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|||
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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10.1
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Settlement
Agreement dated November 5, 2009 by and between SpongeTech Delivery
Systems, Inc., R.M. Enterprises International, Inc. and GetFugu,
Inc.
|
|
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10.2
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Form
of Subscription Agreement dated November 5, 2009 by and between SpongeTech
Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu,
Inc.
|
|
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99.1
|
Press
Release dated November 6,
2009.
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