Attached files
| file | filename |
|---|---|
| EX-10.3 - SouthPeak Interactive CORP | v197482_ex10-3.htm |
| EX-10.1 - SouthPeak Interactive CORP | v197482_ex10-1.htm |
| EX-10.2 - SouthPeak Interactive CORP | v197482_ex10-2.htm |
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): September 27, 2010 (September 21,
2010)
SouthPeak
Interactive Corporation
____________________________________________
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-51869
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20-3290391
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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2900
Polo Parkway
Midlothian,
Virginia 23113
___________________________________________
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code: (804) 378-5100
___________________________________________
(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 (See General
Instruction A.2. below):
¨ 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
1.01.
Entry into a Material Definitive Agreement
On
September 21, 2010, SouthPeak Interactive, L.L.C. (the “LLC”), a wholly owned
subsidiary of SouthPeak Interactive Corporation (the “Company”), entered into a
Master Purchase Order Assignment Agreement (the “Agreement”) with Wells Fargo
Bank, National Association (“Wells Fargo”). In connection with the
entry into the Agreement, each of the Company, its subsidiaries, Gone Off Deep,
LLC and Vid Sub, LLC, and our chairman, Terry Phillips (the “Guarantors”), have
executed a Guaranty in favor of, and, along with the LLC, have entered into a
Security Agreement and Financing Statement with, Wells Fargo.
Under the
terms of the Agreement, the LLC may request that Wells Fargo accept the
assignment of customer purchase orders and request that Wells Fargo purchase the
required materials to fulfill such purchase orders. If accepted,
Wells Fargo, in turn, will retain the LLC to manufacture, process, and ship the
ordered goods. Wells Fargo’s aggregate
outstanding funding under the agreement shall not exceed $2
million.
Upon
receipt of customer payments by Wells Fargo, the LLC will be paid a fee for its
services, with such fee calculated pursuant to the terms of the Agreement. Also
from such customer payments, Wells Fargo shall be entitled to receive the
following: (1) a
transaction initiation and set-up fee equal to 1.5% of the aggregate amount
outstanding on all amounts (including letters of credit) advanced by Wells
Fargo; (2) a daily maintenance fee equal to 0.05% of all amounts (including
letters of credit) advanced by Wells Fargo which remain outstanding for more
than 30 days; and (3) a product advance fee equal to (a) the prime rate plus 2%,
divided by 360, multiplied by (b) (i) the aggregate amount outstanding on all
amounts (including letters of credit) advanced by Wells Fargo on account of
purchases of products or other advances made in connection with a customer
purchase order, multiplied (ii) by the number of days from the earlier of (A)
the date on which any such letter of credit or purchase order or financial
accommodation is negotiated into cash, or (B) the date funds are advanced by
other than issuing a letter of credit or purchase order.
In addition, Wells Fargo shall be entitled to a commitment
fee of
$120,000 to be paid on the earlier of (a) September 21, 2011 or (b) the date on
which the Agreement is terminated. Wells Fargo shall also be entitled to
additional commitment fees for each renewal of the Agreement, and such fees
shall be paid on the earlier of (a) the first anniversary of the beginning of
each renewal term or (b) the date on which the Agreement is
terminated.
Subject
to the rights of senior lenders, the Company and the Guarantors have granted
security interests in their assets to Wells Fargo under the Security
Agreement and Financing Statement to secure the LLC’s obligations under the
Agreement and the Guarantors’ guarantees of such
obligations.
The description of the Agreement,
Security Agreement and Financing Statement, Guaranty, and the terms thereof are
qualified in their entirety by the full text of such agreements, which are
filed as exhibits hereto.
Item
9.01.
Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Master
Purchase Order Assignment Agreement by and between Wells Fargo Bank,
National Association and SouthPeak Interactive, L.L.C., dated as of
September 21, 2010.
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10.2
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Security
Agreement and Financing Statement by and between Wells Fargo Bank,
National Association, SouthPeak Interactive, L.L.C., SouthPeak Interactive
Corporation, Gone Off Deep, LLC, and Vid Sub, LLC, dated as of September
21, 2010.
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10.3
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Guaranty
made by Guarantors listed on the signature pages thereto, dated September
21, 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 hereunto duly
authorized.
Date:
September 27, 2010
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SouthPeak
Interactive Corporation
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By:
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/s/ Reba McDermott
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Reba
McDermott, Chief Financial Officer
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Master
Purchase Order Assignment Agreement by and between Wells Fargo Bank,
National Association and SouthPeak Interactive, L.L.C., dated as of
September 21, 2010.
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10.2
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Security
Agreement and Financing Statement by and between Wells Fargo Bank,
National Association, SouthPeak Interactive, L.L.C., SouthPeak Interactive
Corporation, Gone Off Deep, LLC, and Vid Sub, LLC, dated as of September
21, 2010.
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10.3
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Guaranty
made by Guarantors listed on the signature pages thereto, dated September
21, 2010.
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