UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 (Date
of earliest event reported)
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December 21,
2010
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RVUE HOLDINGS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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NEVADA
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(State
or Other Jurisdiction of
Incorporation)
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333-158117
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94-3461079
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100 N.E. 3rd Avenue, Suite 200, Fort Lauderdale,
Florida
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33301
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(Address of Principal
Executive Offices)
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(Zip
Code)
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954-525-6464
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(Registrant's
Telephone Number, Including Area
Code)
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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):
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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
3.02. Unregistered Sales of Equity Securities.
On
December 21, 2010, rVue Holdings, Inc. (the “Corporation”) sold 8,758,328 shares
of its common stock, $.001 par value (the “Common Stock”) and issued warrants to
acquire 8,758,328 shares of Common Stock at an exercise price of $1.00 per
share, to eleven individuals and seven institutional investors (collectively,
the “Investors”) in consideration for $2,627,500, before placement agent fees of
$27,500 payable to a Placement Agent in connection with an investment by three
Investors. The shares of Common Stock will be issued to the Investors
without registration in reliance upon the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended, as a transaction by the Company not
involving any public offering, and Rule 506 promulgated
thereunder. We intend to use the proceeds from such sale for general
working capital, including new product development and expansion of rVue managed
services.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 21, 2010, the Corporation’s Board of Directors (the “Board”) approved
the appointment of Michael F. Mullarkey and Patrick J. O’Donnell to serve on the
Corporation’s Board effective immediately.
Michael F.
Mullarkey
Mr.
Mullarkey is an experienced director and executive officer of public companies,
having served in various capacities including Chief Executive Officer,
President, Chairman of the Board and Acting Chief Financial Officer of
Workstream, Inc. (OTC:WSTM) From January 2001 to April 2001, Mr.
Mullarkey was the President, Secretary and a Director of Paula Allen Holdings,
Inc., a full service outplacement firm in the United States, acquired by
Workstream, Inc. in April 2001. From October 1999 to December 2000,
Mr. Mullarkey returned to Sony Corporation where he served as General
Manager. From January 1998 to September 1999, Mr. Mullarkey was the
co-founder and managing director of Information Technology Mergers &
Acquisitions, LLC, an investment capital group managing private equity funding
and investing in emerging technology markets and organizations. From
October 1989 to February 1997, Mr. Mullarkey was employed by Sony Corporation of
America, a subsidiary of Sony Corporation, where his most recent position was
Vice President and General Manager. Prior to serving as Sony
Corporation of America’s Vice President and General Manager, Mr. Mullarkey
served as its National Sales Manager, a position he held from 1992 to 1994, and
prior to that he served as one of its Sales Executives.
Mr.
Mullarkey is an experienced executive officer and director of public companies
with the skills necessary to serve as a director. He has helped build numerous
private, and one public, entities from the early stages to significant operating
entities.
Patrick J.
O’Donnell
Mr.
O’Donnell is a private investor and entrepreneur, and a senior business and
technology executive with over 25 years experience and a proven record of
delivering success within the Financial Services Industry. Since
2005, Mr. O’Donnell's primary activity has been in running his private hedge
fund. From 1997 through 2004 Mr. O’Donnell served as the Chief
Technology Officer of UBS Investment Bank and a member of its management
board. Prior thereto he held senior positions within UBS and its
predecessors.
Mr.
O’Donnell is an experienced executive officer with the skills necessary to serve
as a director. Mr. O’Donnell has experience in leading a 6,000 person technology
organization and combines that expertise with numerous global businesses
including: Equity, Interest Rates, Derivatives, Foreign Exchange, Commodities,
Energy and Corporate Finance.
In April
2010 Mr. O’Donnell joined the NYSE Liffe US
board. NYSE Liffe is the global
derivatives business of the NYSE Euronext group.
1
On
December 21, 2010, Mr. O'Donnell purchased from the Company 333,333 shares of
Common Stock and warrants to purchase 333,333 shares of Common Stock for an
aggregate purchase price of $100,000. The warrants are immediately
exercisable at a price of $1.00 per share, and expire twelve years from the date
of the transaction. Mr. O'Donnell made the purchase in connection
with the private placement described in Item 3.02 of this Report.
In
connection with the appointment of Messrs. Mullarkey and O’Donnell to the Board,
the Board reviewed and revised or ratified the Corporation’s committee structure
and compensation. The committees of the Corporation’s Board and its members are
as follows:
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·
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Audit
Committee – Michael F. Mullarkey (Chair and audit committee financial
expert), Robert N. Chimbel and Patrick J.
O’Donnell
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·
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Compensation
Committee – Messrs. Chimbel (Chair), Mullarkey and
O’Donnell
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·
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Nominating
and Governance Committee – Messrs. O’Donnell (Chair), Chimbel and
Mullarkey
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On
December 21, 2010, Messrs. Mullarkey, O’Donnell, and Robert W. Roche, who
currently acts as an advisor to the Company, were granted a ten-year option,
under the Corporations 2010 Equity Incentive Plan, to acquire 200,000 shares of
Common Stock at an exercise price of $.30 per share. The options vest
in full six months after the grant date.
2
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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RVUE
HOLDINGS, INC.
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Dated: December
27, 2010
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By:
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/s/David A. Loppert
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David
A. Loppert
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Chief
Financial Officer
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