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
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Date
of Report (Earliest Event Reported): February 22,
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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333-139982
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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
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:
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(310)
526-8700
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N/A
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(Former
name or former address, if changed since last report)
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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):
¨ 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))
ITEM 2.01 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
In
connection with the Strategic Investment Agreement dated October 9, 2009 (the
“Agreement”) between ProElite, Inc. (the “Company”) and Stratus Media Group, Inc
(“SMGI”) and the Amendment to Strategic Investment Agreement dated as of January
26, 2010 (the “Amendment”), SMGI has advanced to the Company an aggregate of
$498,894.23 pursuant to a series of promissory notes issued by the Company
(“Notes”). All amounts loaned are advances against the $2,000,000
purchase price for the purchase of the Company’s Series A Preferred
Stock. Pursuant to the Amendment, all the Notes are convertible, at
the option of SMGI, on a proportional basis, and, to the extent so convertible,
will reduce the cash portion of the purchase price. Reference is made
to the Company’s prior filings on Form 8-K on October 22, 2009 and February 10,
2010 for additional information regarding the Agreement and Amendment including
copies thereof.
ITEM
3.02 Unregistered Sales of Equity Securities
The
discussion under Item 2.01 is incorporated herein by reference. The
Notes and, when issued, the shares of Series A Preferred Stock, were not
registered under the Securities Act of 1933, as amended, in reliance upon the
exemption from registration contained in Section 4(2) thereof and Regulation D
promulgated thereunder.
ITEM
5.01 Changes in Control of Registrant
To the extent the matters disclosed in
Item 5.02 (b), (c) and (d) constitute a change in control of the registrant,
they are hereby incorporated by reference into this Item
5.01.
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officer.
(b) Effective
on February 22, 2010, Charles Champion, Edward Corey and Clifford Hyatt
submitted their resignation as directors of the Company, and Mr. Champion also
submitted his resignation as Chief Executive Officer and Chairman of the
Board. Effective January 29, 2010, Dale Bolen resigned as the
Company’s Chief Financial Officer.
(c) Effective
February 22, 2010, William Kelly was elected as the Company’s President and
Chief Operating Officer. Mr. Kelly, age 46, had served as the
Company’s Chief Operating Officer from October 2006 to October 2008 when the
Company terminated Mr. Kelly without cause because of financial
considerations. From November 2008 to February 22, 2010, Mr. Kelly
was an independent consultant. Mr. Kelly also was President of
ProElite.com from October 2006 to January 2007. Prior to October
2006, Mr. Kelly served as Chief Operating Officer of Television Korea 24, Inc. a
company he co-founded in June 2003. From May 2001 to June 2003, Mr.
Kelly was International Chief Operating Officer of the Extreme Sports
Channel.
From 1991
to 2001, Mr. Kelly held positions of Vice President and President for CNBC Asia
and Turner Broadcasting International (Asia) respectively.
(d) Prior
to the resignations noted in Item 5.02(b), the following individuals were
elected to serve as directors of the Company effective as of February 22,
2010: Paul Feller, Douglas De Luca and Glenn Golenberg.
Except for the resignation of Mr.
Bolen, the changes in management and the board of directors were effected
pursuant to the Amendment and constitute the “Management Change” referred to
therein.
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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Date:
February 26, 2010
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PROELITE,
INC.
By:
/s/ WILLIAM
KELLY
William
Kelly, President
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