Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 17, 2011
MMAX MEDIA, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-53574 20-4959207
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.)
4600 Greenville Ave., Suite 240, Dallas, TX 75206
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code:
(972) 719-0170
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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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Item 1.01 Entry Into a Material Definitive Agreement.
On February 15, 2011, MMAX Media, Inc. ("MMAX") entered into an
agreement and plan of merger (the "Merger Agreement") to acquire
Hyperlocal Marketing, LLC, a Florida limited liability company
("Hyperlocal"), pursuant to which Hyperlocal will be merged with a
subsidiary of MMAX and continue its business as a wholly owned
subsidiary of MMAX. Pursuant to the terms of the Merger Agreement,
Tommy Habeeb shall resign as our chief executive officer and director
and Edward Cespedes shall serve as our chief executive officer and
director. Hyperlocal is a development stage company that owns and
operates products aimed at the location-based marketing industry. The
Company develops and markets products that provide merchants and
consumers with mobile marketing services and offers, including but not
limited to, mobile coupons, mobile business cards, mobile websites, use
of SMS short codes, contest management. Hyperlocal was organized in
January 2010. Hyperlocal has nominal revenues since its inception.
Under the terms of the Merger Agreement, the Hyperlocal members will
receive shares of MMAX common stock such that the Hyperlocal members
would own approximately 50.1% of the total shares of MMAX to be issued
and outstanding following the merger on a fully diluted basis
(approximately 20,789,395 shares of common stock).
The transaction has been approved by the boards of directors of MMAX
and manager of Hyperlocal and requires the approval of the Hyperlocal
members and satisfaction of other conditions to closing, including
third party financing. Accordingly, investors are advised that there
can be no assurance that the merger will be completed. The foregoing
description of the Merger Agreement is qualified in its entirety by
reference to the full text of the Merger Agreement filed as an exhibit
to this report.
ITEM 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Item 1.01 of this report is hereby incorporated herein by reference. In
connection with the transactions contemplated under the Merger
Agreement, Edward A. Cespedes was appointed interim president of the
Company effective as of February 17, 2011. Mr. Cespedes owns a
controlling interest in Hyperlocal and serves as Hyperlocal's chief
executive officer. The Company's current officer and director, Mr.
Tommy Habeeb, will resign his positions at the closing of the Merger
Agreement. Mr. Habeeb shall remain a shareholder of the Company.
Following the closing of the Merger Agreement Mr. Cespedes shall be
entitled to maintain all of his other business arrangements and shall
not be required to spend full time in his position with the Company.
Mr. Cespedes, age 45, has served as the Vice Chairman of Tralliance
Registry Management Corporation, the company that manages the .travel
Internet domain and was the Company's Chief Executive Officer from 2006
through 2009. Mr. Cespedes has served as President of theglobe.com
(otcbb: tglo) since June 2002 and as a director of theglobe.com, Inc.
since 1997. Mr. Cespedes also serves as theglobe.com's Chief Financial
Officer. Mr. Cespedes is also the President of E&C Capital Ventures,
Inc., the general partner of E&C Capital Partners LLP. Mr. Cespedes
served as the Vice Chairman of Prime Ventures, LLC, from May 2000 to
February 2002. From August 2000 to August 2001, Mr. Cespedes served as
the President of the Dr. Koop Lifecare Corporation (formerly Nasdaq:
koop) and was a member of the Company's Board of Directors from January
2001 to December 2001.
Mr. Cespedes will not receive any compensation for services he performs
during the period between entering into the Merger Agreement and
closing. Following the closing of the Merger Agreement, the Company
may enter into an employment agreement with Mr. Cespedes. The Company
entered into an Indemnification Agreement with Mr. Cespedes in
connection with his appointment as an officer. Under the
Indemnification Agreement, the Company has agreed to indemnify Mr.
Cespedes to the fullest extent permitted by Nevada law and, in certain
circumstances, to pay expenses including attorneys' fees, judgments,
fines and settlement amounts incurred by each such director in any
action or proceeding brought or asserted against him in his capacity as
an officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Merger Agreement dated February 17, 2011
10.1 Indemnification Agreement dated February 17, 2011
99.1 Press Release dated February 17, 2011
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.
MMAX MEDIA, INC.
Registrant
/s/ Tommy Habeeb
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By: Tommy Habeeb
Its: CEO, Director
Dated: February 18, 2011
