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): January 13, 2012
IMAGINE MEDIA, LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 000-53316 26-0731818
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3030 Old Ranch Parkway, Suite 350
Seal Beach, CA 90740
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (562) 280-0483
N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
As reported in its 8-K Report filed on September 19, 2011, in September
2011 the Company issued 12,416,462 shares of its common stock to shareholders of
TransBiotec, Inc., a California corporation ("TBT") in exchange for
approximately 52% of the outstanding shares of TBT.
On January 13, 2012 the Company's directors approved the issuance of
10,973,678 shares of its common stock to shareholders of TBT in exchange for
approximately 45% of the outstanding shares of TBT.
As a result of the foregoing, the Company has acquired approximately 97% of
the outstanding shares of TBT.
The shares of the Company's common stock issued in exchange for the TBT
shares were not registered under the Securities Act of 1933 and are restricted
securities. The Company relied upon the exemption provided by Section 4(2) of
the Securities Act of 1933 in connection with the issuance.
The persons who acquired these securities were sophisticated investors and
were provided full information regarding the Company's business and operations.
There was no general solicitation in connection with the offer or sale of these
securities. The persons who acquired these securities acquired them for their
own accounts. Any certificates representing the shares of common stock will bear
a restricted legend providing that they cannot be sold unless pursuant to an
effective registration statement or an exemption from registration. No
commissions were paid in connection with the issuance.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of
Certain Officers.
On January 13, 2012 Gregory Bloom and Harlan Munn resigned as directors of
the Company and Ronald Williams, Sam Satyanarayana and Devadatt Mishal were
appointed directors of the Company.
Ronald Williams (age 66) has been TBT's Chief Technology Officer since
October 28, 2005. Mr. Williams has been a director of TBT since June 3, 2010.
Since 1993, Mr. Williams has owned and operated a mixed fruit tree orchard in
Fallbrook, California. Since 1972, Mr. Williams has worked as an aerospace
engineer and since 2005, Mr. Williams has been employed as a Principal Engineer
for the Aerospace Corporation in El Segundo, California. Mr. Williams holds a
Bachelor of Science Degree in physics from the University of California at Los
Angeles and has performed graduate studies in mechanical and material
engineering at Cal State Northridge.
Sam Satyanarayana (age 71) has been a director of TBT since June 3, 2010.
Between October 2004 and December 2006 Mr. Satyanarayana was TBT's Chief
Executive Officer and President. Since 1990 Mr. Satyanarayana has been the Chief
Executive Officer of Autosense International which designs, manufactures and
markets breath alcohol ignition devices. Mr. Satyanarayana holds a Bachelor of
Science Degree in Computer Engineering from the University of Mysore, India, a
Masters of Science in Engineering from Oklahoma State University and a Masters
of Business Administration from the University of Rochester.
Devadatt Mishal (age 63) has been a director of TBT since June 3, 2010. Dr.
Mishal has been a practicing Obstetrician and Gynecologist since March 1982 in
Downy, California. Dr. Mishal received his medical degree from Lokmanya Tilak
Municipal Medical College and Maharashtra University of Health Sciences in
Mumbai, India.
The resignations of Mr. Bloom and Mr. Munn, and the appointments of Mr.
Williams, Mr. Satyanarayana and Mr. Mishal, complete the transition of the
Company's management to the management of TBT as a result of the Company's
acquisition of TBT.
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.
Date: January 18, 2012
IMAGINE MEDIA, LTD.
By: /s/ Charles Bennington
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Charles Bennington, Chief Executive Officer
