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EX-99.1 - PRESS RELEASE ANNOUNCING AGREEMENT WITH WILLIAM SHATNER. - Max Sound Corpf8k123109ex99i_soact.htm
EX-10.1 - AGREEMENT WITH WILLIAM SHATNER DATED DECEMBER 30, 2009. - Max Sound Corpf8k123109ex10i_soact.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) December 31, 2009
 
So Act Network, Inc.
(Exact name of registrant as specified in charter)
 
Delaware
(State or other Jurisdiction of Incorporation or Organization)
 
000-51886
 
10685-B Hazelhurst Drive #6572
Houston, Texas 77043
 
26-3534190
(Commission File Number)
 
(Address of Principal Executive Offices and zip code)
 
 (IRS Employer Identification No.)
 
(210) 401-7667
 (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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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))

 
 


 
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Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2009, So Act Network, Inc (the “Company”) entered into a passive endorsement agreement (the “Agreement”) with William Shatner (“Shatner”).  Pursuant to the Agreement, Shatner has agreed to participate in the Company’s Celebrity and Expert Endorsement Program.

Furthermore, in consideration for the Agreement, the Company shall issue to Shatner a warrant exerciseable into 500,000 shares of common stock of the Company with an exercise price of $0.52 per share and an expiration date of three (3) years from the execution of the Agreement in exchange for Shatner’s two-year passive endorsement on the So Act Network.

The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Agreement attached to this current report on Form 8-K as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities
 
Pursuant to the Shatner Agreement, we issued a warrant exercisable into 500,000 shares of our common stock, par value $.001 per share, at an exercise price of $0.52 per share with an expiration date of three (3) years from the date of the Agreement to William Shatner as compensation for services rendered.

These warrants were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the 'Act'). These warrants qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a 'public offering' as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a 'public offering.' Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
 
Item 7.01 Regulation FD Disclosure.
 
On January 25, 2010 we issued a press release regarding the Agreement with Shatner described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 
Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits
 
NUMBER
EXHIBIT
10.1                  
Agreement with William Shatner dated December 30, 2009.
99.1
Press Release announcing Agreement with William Shatner.
          
 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: January 25, 2010
By:
/s/ Greg Halpern
 
Name: Greg Halpern
Title:   President, Chief Executive Officer, Chief Financial Officer

 

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