Merger date now set for April 20, 2007
Form 8-K for JAG MEDIA HOLDINGS INC
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6-Apr-2007
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 27, 2005, JAG Media Holdings, Inc., a Nevada corporation ("JAG Media") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cryptometrics, Inc., a Delaware corporation ("Cryptometrics"), Cryptometrics Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of JAG Media ("Cryptometrics Acquisition"), Robert Barra and Michael Vitale.
On January 24, 2007, JAG Media entered into an agreement to amend the Merger Agreement (the "Amendment") with Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar, LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer. Thomas J. Mazzarisi is the Chairman of the Board of Directors, Chief Executive Officer and General Counsel of JAG Media. Stephen J. Schoepfer is President, Chief Operating Officer, Chief Financial Officer and Secretary of JAG Media. The Amendment was filed as Exhibit 10.1 to a Form 8-K filed by JAG Media on January 31, 2007.
The Amendment provided, among other things, that if the closing of the transactions contemplated by the Merger Agreement (the "Closing") did not occur by March 15, 2007 (the "Automatic Termination Date"), the Merger Agreement would automatically terminate, unless the parties agreed to extend the Automatic Termination Date in writing.
On February 26, 2007, JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar, LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into a second amendment (the "Second Amendment") pursuant to which the Automatic Termination Date of March 15, 2007 set forth in the Amendment was extended to April 6, 2007. The Second Amendment was filed as Exhibit 99.5 to the Form 10-KSB filed by JAG Media on March 5, 2007 JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar, LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into a third amendment, dated April 2, 2007 and fully executed on April 4, 2007 (the "Third Amendment"), pursuant to which the Automatic Termination Date of April 6, 2007 set forth in the Second Amendment was extended to April 20, 2007.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On January 24, 2007, JAG Media entered into a letter agreement (the "Letter Agreement") with Cornell Capital Partners, LP ("Cornell Capital"), Cryptometrics, Robert Vitale and Michael Barra pursuant to which the parties agreed, among other things, that upon the effective date of the merger among JAG Media, Cryptometrics Acquisition and Cryptometrics as set forth in the Merger Agreement Cryptometrics would assume all of the rights and duties of the "Obligor" under the terms of those certain debentures currently aggregating $3,520,000 (the "Debentures") and the "Company" under the terms of those certain warrants to purchase 12,000,000 shares of Common Stock (the "Warrants") issued by JAG Media to Cornell Capital in connection with that certain Securities Purchase Agreement dated as of May 4, 2006 by and between JAG Media and Cornell Capital.
Under the terms of the Letter Agreement, Cornell Capital agreed not to convert any of the Debentures or exercise any of the Warrants prior to the Closing or termination of the Merger Agreement. The Letter Agreement automatically terminated on March 15, 2007 unless the Closing of the Merger Agreement, as amended, occurred by that date or the parties agreed to extend the term of the Letter Agreement. The Letter Agreement was filed as Exhibit 10.2 to a Form 8-K filed by JAG Media on January 31, 2007.
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Table of Contents
On February 26, 2007, the parties to the Letter Agreement entered into an amendment to the letter agreement (the "Second Letter Agreement") which provided that the Letter Agreement would automatically terminate on April 6, 2007, rather than March 15, 2007. The Second Letter Agreement was filed as Exhibit 10.25 to the Form 10-KSB filed by JAG Media on March 5, 2007 The parties to the Letter Agreement entered into an amendment to the letter agreement dated April 2, 2007 and fully executed on April 5, 2007 (the "Third Letter Agreement") which provides that the Letter Agreement shall automatically terminate on April 20, 2007, rather than April 6, 2007.
The foregoing descriptions of the Third Amendment and the Third Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Third Amendment and the Third Letter Agreement filed as Exhibits 10.1 and 10.2 hereto, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Letter Agreement, dated April 2, 2007, by and among JAG Media
Holdings, Inc., Cryptometrics, Inc., Robert Barra, Michael Vitale,
Cryptometrics Acquisition, Inc., Thomas J. Mazzarisi and Stephen J.
Schoepfer
10.2 Amendment, dated April 2, 2007, by and among JAG Media Holdings,
Inc., Cornell Capital Partners, LP, Cryptometrics, Inc., Robert
Barra and Michael Vitale |
