New date for merger now April 30
Form 8-K for JAG MEDIA HOLDINGS INC
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18-Apr-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhib
Item 1.01 Entry into a Material Definitive Agreement.
This current report on Form 8-K is being filed to report amendments to previously disclosed agreements as hereafter described.
A. The Cryptometrics Merger 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. The Merger was subsequently amended twelve times through March 31, 2008.
As of April 14, 2008, JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into a thirteenth amendment (the "Thirteenth Amendment"), pursuant to which, among other things, the Automatic Termination Date for the Merger Agreement of April 15, 2008 set forth in the twelfth amendment was extended to April 30, 2008 and the parties agreed on various preclosing deliveries.
B. The YA Global Letter Agreement
On January 31, 2008, JAG Media entered into a letter agreement (the "Letter Agreement") with YA Global Investments, L.P., formerly Cornell Capital Partners, LP ("YA Global"),that amended the terms and conditions of the previously disclosed Debentures, Warrants and other related documents between YA Global and JAG Media, and also provided, among other things, that if the closing of the transactions contemplated by the Letter Agreement did not occur by February 27, 2008 (the "YA Global Automatic Termination Date"), the Letter Agreement would automatically terminate, unless the parties agreed to extend the YA Global Automatic Termination Date in writing. The Letter Agreement was filed as Exhibit 10.2 to a Form 8-K filed by JAG Media on February 6, 2008. Subsequently, as of March 11, 2008 and March 27, 2008, JAG Media and YA Global entered into amendments to the Letter Agreement, pursuant to which the YA Global Automatic Termination Date of February 27, 2008 was extended to March 31, 2008 and April 8, 2008, respectively, and the terms of one of the Warrants between YA Global and JAG Media was revised.
As of April 15, 2008, JAG Media and YA Global entered into a third amendment to the Letter Agreement, pursuant to which the YA Global Automatic Termination Date of April 8, 2008 was extended to April 30, 2008 and the parties agreed to revise the terms of a second Warrant between YA Global and JAG Media (the "Letter Agreement Amendment"). The Letter Agreement is unchanged in all other respects.
The foregoing descriptions of the Thirteenth Amendment and the Letter Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Thirteenth Amendment and the Letter Agreement Amendment filed as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment dated April 14, 2008, by and among JAG Media
Holdings, Inc., Cryptometrics, Inc., Cryptometrics
Acquisition, Inc., Karlen & Stolzar, LLP, Robert Barra
and Michael Vitale.
10.2 Amendment to Letter Agreement, dated as of April 14,
2008, between JAG Media Holdings, Inc. and YA Global
Investments, L.P.
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