Attached files
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| EX-10.01 - PROELITE, INC. | v173749_ex10-01.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 (Earliest Event Reported): February 4, 2010
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ProElite,
Inc.
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(Exact
name of registrant as specified in its
charter)
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New
Jersey
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000-31573
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22-3161866
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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12121
Wilshire Boulevard, Suite 1112
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Los
Angeles, California
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90025
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310)
526-8700
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12121
Wilshire Boulevard, Suite1001, Los Angeles, California
90025
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(Former
address)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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
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Entry into a Material
Definitive Agreement
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On
February 4, 2010, ProElite, Inc. (the “Company”) entered into an Amendment To
Strategic Investment Agreement (the “Amendment”), dated as of January 26, 2010,
with Stratus Media Group, Inc. (“SMGI”) pursuant to which the Company agreed to
amend the terms of that certain Strategic Investment Agreement (the “Agreement”)
entered into between the Company and SMGI dated October 9, 2009. The Amendment
(i) provides for certain interim funding to the Company prior to the closing,
and contains representations regarding SMGI ability to provide all funds
necessary to perform its obligations under the Agreement and the Amendment, (ii)
extends the “Outside Date” to March 31, 2010, (iii) conditionally provides for
changes in the board and management of Company, subject to SMGI’s timely
compliance with delivery of specified payments to the Company and third parties
, (iv) credits against the Purchase Price certain expenses and amounts already
loaned by SMGI, (v) provides for the convertibility of amounts previously loaned
into Preferred Stock on a pro-rata basis, (v). provides that all of the
conditions to closing in Section 6.1 of the Agreement, have been satisfied to
date and that, notwithstanding such conditions (other than the condition
regarding legal compliance and certain ministerial conditions), SMGI is
unconditionally obligated to consummate the purchase and other transactions
contemplated by the Agreement and this Amendment and pay the full Purchase Price
(applying such credits as provided in the Amendment), (vi) provides for a
guarantee of certain obligations of SMGI, (vii) provides for an enforcement
mechanism independent of the newly appointed board and management until the
Closing and (viii) provides for application of certain post-closing covenants to
the interim period. This summary does not purport to be a complete summary of
the Amendment, and is subject to the actual terms of the Amendment set forth on
Exhibit 10.01 to this Current Report on Form 8-K, which exhibit is incorporated
herein by reference.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
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10.01
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Amendment
to Strategic Investment Agreement, dated as of January 26,
2010. The schedules and exhibits to the Agreement in this
Exhibit 10.01 have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. The descriptions of the omitted schedules and exhibits are contained
within the Amendment. Company hereby agrees to furnish a copy
of any omitted schedule or exhibit to the Commission upon
request.
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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.
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PROELITE,
INC.
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Date:
February 09, 2010
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By:
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/s/
CHARLES CHAMPION
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Charles
Champion, Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.01
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Amendment
to Strategic Investment Agreement, dated as of January 26,
2010. The schedules and exhibits to the Agreement in this
Exhibit 10.01 have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. The descriptions of the omitted schedules and exhibits are contained
within the Amendment. Company hereby agrees to furnish a copy
of any omitted schedule or exhibit to the Commission upon
request.
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