Attached files
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):
|
April
1, 2010
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WHO’S
YOUR DADDY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other
jurisdiction
of incorporation)
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0-33519
(Commission
File
Number)
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98-0360989
(I.R.S.
Employer
Identification
No.)
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26381
Crown Valley Parkway, Suite 230
Mission
Viejo, CA 92691
(Address
of principal executive offices) (zip code)
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(949)
582-5933
(Registrant’s
telephone number, including area code)
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(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:
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
8.01 Other
Events
On
July 19, 2006, Who’s Your Daddy, Inc. (the “Company”) received a
Demand for Arbitration filed with the American Arbitration Association from
Sacks Motor Sports Inc. (“Sacks”) seeking damages arising out of a sponsorship
contract. On February 13, 2007, the Arbitrator awarded Sacks
$1,790,000, which amount was recorded as an expense in the quarter ending
December 31, 2006 and was fully reserved on the Company’s balance
sheet.
Effective
March 30, 2010, the Company entered into a Settlement Agreement and Release (the
“Settlement Agreement”) with Sacks and Greg Sacks, an individual
(“Greg”). Under the Settlement Agreement, the Company has agreed to
pay Sacks $100,000 on or before April 15, 2010 and issue to Sacks 1,000,000
shares of its common stock in the form of ten (10) certificates of 100,000
shares each. The Settlement Agreement calls for the shares of stock
to be delivered to the Company’s law firm, Solomon Ward Seidenwurm & Smith,
LLP (“SWSS”) with an irrevocable instruction to mail to Sacks one stock
certificate of 100,000 shares per month for ten (10) consecutive months
commencing July 15, 2010. The shares will be free-trading upon receipt of a
legal opinion from the Company’s counsel. Sacks has agreed that it
will not directly or indirectly sell, transfer or assign more than 100,000
shares during any thirty (30) day period at any time. The Settlement
Agreement was fully executed on April 1, 2010.
Once the
Company makes the $100,000 payment and delivers the 1,000,000 shares to SWSS,
Sacks has agreed that it will irrevocably waive, release and surrender all
rights relating to or arising from its judgment against the Company and will
take all actions reasonably requested by the Company to cause the Judgment to be
permanently rendered of no force or effect including without limitation by
stipulating to set aside and vacate the judgment and cause then entire
litigation to be dismissed with prejudice. In connection with the
Settlement Agreement, the Company expects to record a gain on extinguishment of
debt of $1,610,000 once the $100,000 payment has been made and the 1,000,000
shares have been delivered to SWSS.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Settlement
Agreement and Release between Who’s Your Daddy, Inc. on the one hand and
Sacks Motor Sports, Inc. and Greg Sacks on the other hand, dated effective
March 30, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Who’s
Your Daddy, Inc.
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a
Nevada corporation
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Dated: April
6, 2010
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/s/ Michael
R. Dunn
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By:
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Michael
R. Dunn
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Its:
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Chief
Executive Officer
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