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): March 18,
2009
ONSTREAM
MEDIA CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
(State or
Other Jurisdiction of Incorporation)
|
000-22849
|
65-0420146
|
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
1291 SW 29 Avenue, Pompano
Beach, Florida 33069
(Address
of executive offices and Zip Code)
(954)917-6655
(Registrant's
Telephone Number, Including Area Code)
______________________________
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[X] Written
communications pursuant to Rule 425 under the Securities Act (17 CRF
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 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02
Termination of a
Material Definitive Agreement
As
disclosed in various previous filings with the Securities and Exchange
Commission (“SEC’), including our Form 10-Q for the period ended December 31,
2008 and filed with the SEC on February 17, 2009, Onstream Media Corporation, a
Florida corporation (“Onstream”) and Onstream Merger Corp., a newly formed
Delaware corporation and a wholly owned subsidiary of Onstream (“Merger Sub”)
had entered into an Agreement and Plan of Merger (the “Definitive Agreement”)
with Narrowstep Inc., a Delaware corporation (“Narrowstep”) and W. Austin Lewis
IV, as stockholder representative (for the Narrowstep stockholders), dated as of
May 29, 2008 and which Definitive Agreement was subsequently amended on August
13, 2008 and September 15, 2008.
On March
18, 2009, based on a provision in the Definitive Agreement, we terminated the
Definitive Agreement and the acquisition of Narrowstep, Inc. Since the Effective
Time, as defined in the Definitive Agreement (as amended), did not occur on or
prior to November 30, 2008, the terms of the Definitive Agreement allowed that
it might be terminated by either Onstream or Narrowstep at any time after that
date provided that the terminating party is not responsible for the delay. On
March 20, 2009 we issued a press release discussing this matter further. A copy
of the press release, which is incorporated herein by reference, is attached to
this Current Report on Form 8-K as Exhibit 99.1.
As
disclosed in further detail in various previous filings with the Securities and
Exchange Commission (“SEC’), including our Form 10-Q for the period ended
December 31, 2008 and filed with the SEC on February 17, 2009, as a result of
the non-consummation of this merger, we may recognize certain expenses or incur
certain liabilities, including (i) the write-off of $462,090 of
acquisition-related costs included in other non-current assets on our balance
sheet as of December 31, 2008, plus any such costs incurred by us or that we
will become obligated for after that date, and (ii) satisfaction of certain
compensation agreements entered into by us in contemplation of this merger. In
addition, in November 2008 Narrowstep invoiced us approximately $372,000 for
Narrowstep’s equipment alleged to be in our custody as of that date. Although we
acknowledged possession of at least some of this equipment, we have not agreed
to a payment for that equipment and believe that if a payment were made it would
be substantially less than the Narrowstep invoice. Accordingly, this matter was
not previously reflected on our financial statements.
Additional
Information and Where to Find It
We
have filed with the SEC a preliminary Registration Statement on Form S-4, which
includes a joint proxy statement/prospectus of Onstream and Narrowstep and other
relevant materials in connection with the previously proposed transaction.
However, we intend to withdraw this filing in the near future.
Item
8.01
Other
Events
On March 20, 2009 we issued a press
release announcing the termination of the Narrowstep acquisition, as discussed
in item 1.02 above, as well as an update on certain cost cutting measures and an
update on the Company’s pending patent applications. A copy of the press
release, which is incorporated herein by reference, is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this document and elsewhere by Onstream Media are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such information includes, without limitation, the business outlook,
assessment of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of the
company. Such forward-looking statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors which may cause or contribute to actual results of company operations,
or the performance or achievements of the company or industry results, to differ
materially from those expressed, or implied by the forward-looking statements.
In addition to any such risks, uncertainties and other factors discussed
elsewhere herein, risks, uncertainties and other factors that could cause or
contribute to actual results differing materially from those expressed or
implied for the forward- looking statements include, but are not limited to
fluctuations in demand; changes to economic growth in the U.S. economy;
government policies and regulations, including, but not limited to those
affecting the Internet. Onstream Media undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new information,
future events or otherwise. Actual results, performance or achievements could
differ materially from those anticipated in such forward-looking statements as a
result of certain factors, including those set forth in Onstream Media
Corporation's filings with the Securities and Exchange Commission.
Item
9.01
Financial Statements
and Exhibits.
(c) Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release dated March 20, 2009
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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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ONSTREAM
MEDIA CORPORATION
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|
|
|
|
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By:
/s/ Robert E.
Tomlinson
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March
20, 2009
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Robert
E. Tomlinson, CFO
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Narrowstep (CE) (USOTC:NRWS)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Narrowstep (CE) (USOTC:NRWS)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
