- Current report filing (8-K)
13 11월 2010 - 3:26AM
Edgar (US Regulatory)
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): November 12, 2010 (November 8,
2010)
SouthPeak
Interactive Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-51869
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20-3290391
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2900
Polo Parkway
Midlothian,
Virginia 23113
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code
: (804) 378-5100
(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 (
See
General
Instruction A.2. below):
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))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 8, 2010, SouthPeak Interactive Corporation (the “Company”) entered into
Third Amendment to Registration Rights Agreements (collectively, the “Third
Amendment”) with each of Diversified Opportunities Master Account, L.P., CNH CA
Master Account, L.P., AQR Diversified Arbitrage Fund and Terry Phillips, the
Company’s chairman. The Third Amendment modifies the Registration
Rights Agreement, dated as of July 19, 2010 (as amended by those First Amendment
to Registration Rights Agreements, dated as of August 17, 2010, and the Amended
and Restated Securities Purchase Agreement, dated August 31, 2010), which was
entered into in connection with the sale by the Company of senior secured
convertible notes (the “Notes”) and associated warrants, as detailed in the
Current Report on Form 8-K, filed with the Securities and Exchange Commission
(the “SEC”) on July 22, 2010.
Pursuant
to the Third Amendment, the initial filing deadline by which the Company must
file a registration statement relating to the shares of common stock underlying
the Notes and associated warrants (the “Initial Registration Statement”) has
been extended to November 19, 2010. Pursuant to the Third Amendment, the
initial effectiveness deadline by which the Initial Registration Statement must
be declared effective by the SEC has been extended to January 31, 2011, in the
event that the Initial Registration Statement is not subject to a full review by
the SEC, or (ii) to March 15, 2011, in the event that the Initial Registration
statement is subject to a full review by the SEC. The description of
the Third Amendment and the terms thereof are qualified in their entirety to the
full text of the form of Third Amendment, which is filed as an exhibit hereto
and incorporated herein by reference.
Item 9.01.
Financial Statements and
Exhibits.
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(d)
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Exhibits
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10.1
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Form
of Third Amendment to Registration Rights Agreement, dated as of November
8, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
November 12, 2010
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SouthPeak
Interactive Corporation
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By:
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/s/ Reba McDermott
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Reba
McDermott, Chief Financial Officer
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Form
of Third Amendment to Registration Rights Agreement, dated as of November
8, 2010.
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SouthPeak Interactive (GM) (USOTC:SOPK)
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SouthPeak Interactive (GM) (USOTC:SOPK)
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부터 6월(6) 2023 으로 6월(6) 2024
