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 31, 2011
IMAGE METRICS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
|
333-123092
|
|
20-1719023
|
|
(State
or other jurisdiction
|
|
(Commission
File Number)
|
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
|
|
1918
Main Street, 2nd Floor
Santa
Monica, California
|
|
90405
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (310) 656-6565
________________________________________________
(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))
|
CURRENT REPORT ON FORM 8-K
IMAGE
METRICS, INC.
January
31, 2011
Item
2.01. Completion of Acquisition or Disposition of
Assets.
Item
3.02. Unregistered Sales of Equity Securities.
On January 31, 2011, pursuant to an Asset
Purchase Agreement, dated as of December 30, 2010, as amended, we purchased
specified technology and intellectual property related assets of Big Stage
Entertainment, Inc., a Delaware corporation (“Big Stage”), for an aggregate of
2,000,000 shares of our common stock, the assumption of [$575,343] of Big Stage
bank debt and the payment of approximately $85,000 of deal-related expenses on
behalf of Big Stage. The purchase price was determined as a result of
arm's-length negotiations between the parties. We did not acquire all
of the assets or business previously conducted by Big Stage, or any of its
employees.
Big Stage
developed technologies for the creation of three-dimensional facial models for
use in television, video games and consumer markets. We intend to use
the acquired technology assets to complement aspects of our facial animation
software platform. Big Stage did not have any material relationship
or association with us prior to the acquisition.
The
2,000,000 shares of our common stock were issued in the acquisition pursuant to
an exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended.
The
foregoing summary description of the Asset Purchase Agreement is qualified by
reference to the full text thereof, a copy of which is filed herewith as Exhibit
2.1 and incorporated herein in its entirety.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(a)
Financial Statements of
Businesses Acquired
.
We have
determined that it is not necessary to include historical financial statements
relating to the acquired Big Stage technology assets under Item 9.01(a) of this
current report because those assets do not constitute a “business” pursuant to
Rule 11-01(d) of the SEC’s Regulation S-X. This determination was
made after reviewing the facts of the transaction which include the
following:
|
·
|
the
business had been inactive for more than one
year;
|
|
·
|
we
will not be purchasing any physical
facilities;
|
|
·
|
we
will not assume an employee base;
|
|
·
|
we
will not be acquiring a market distribution
system;
|
|
·
|
we
will not be acquiring a sales
force;
|
|
·
|
we
will not be acquiring a customer
base;
|
|
·
|
we
will not be acquiring operating
rights;
|
|
·
|
we
will not be acquiring production
techniques;
|
|
·
|
we
will not be acquiring trade names;
and
|
|
·
|
while
the assets may ultimately be used in a similar manner as used by the
predecessor owner, they will need substantial investment to update and
integrate in order to conform to our software platform
specifications.
|
(b)
Pro Forma Financial
Information
.
For the
reasons described in Item 9.01(a) above, the pro forma financial information is
not required to be filed pursuant to Article 11 of Regulation S-X.
(d)
Exhibits
.
Exhibit
No.
Description
|
2.1
|
Asset
Purchase Agreement, dated as of December 30, 2010, by and between Image
Metrics, Inc. and Big Stage Entertainment, Inc. and certain of its
stockholders, as amended.
|
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 thereunto
duly authorized.
|
Date:
February 4, 2011
|
IMAGE
METRICS, INC.
|
|
|
|
|
|
|
By:
|
/s/
Ron Ryder
|
|
|
|
Ron
Ryder
|
|
|
|
Chief
Financial Officer and
Secretary
|
