Form 8-K for GOFISH CORP.
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28-Dec-2006
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,
Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2006, GoFish Corporation (the "Company") announced that it entered into a Strategic Alliance Agreement (the "Agreement") with Kaleidoscope Sports and Entertainment LLC ("KSE"), a unit of the Interpublic Group of Companies.
Pursuant to the Agreement, KSE will assist the Company by identifying sales prospects, developing syndication opportunities, developing an award show for televised broadcast, promoting and enhancing www.gofish.com and the Company's other websites and identifying and achieving acquisition opportunities and other strategic initiatives. Mr. Ray Volpe, KSE's Chief Executive Officer, will also serve as a member of the Company's board of advisors pursuant to the Agreement. The term of the Agreement is 18 months (subject to renewal), commencing January 1, 2007.
The Company will compensate KSE by making cash payments of $18,000 per month during the term of the Agreement and cash commissions on sales and finder's fees for strategic acquisitions, and by issuing to KSE's designees stock purchase warrants, both initially upon commencement of the term and subsequently upon KSE's achievement of certain performance milestones. The initial stock purchase warrants (the "Base Warrants") will be for up to 500,000 shares of common stock, with an exercise price of $3.00 per share, will vest (i) one-third on July 1, 2007 and one-eighteenth per month (in arrears) for each of the remaining 12 months of the term and will expire (i) upon termination of the Agreement, if terminated prior to July 1, 2007, (ii) six months following termination of the Agreement, if terminated between July 1, 2007 and June 30, 2008 and (iii) on January 1, 2012 if the Agreement is in effect through at least June 30, 2008. The amount and terms of other warrants that may become issuable to KSE's designees are described in the Agreement. The form of these other warrants will be determined by the Company in its discretion.
The form of Agreement, the form of the Base Warrants and the Company's December 22, 2006 press release are included as exhibits filed herewith.
Item 3.02. Unregistered Sales of Equity Securities
Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
Exhibit No. Description
10.1 Strategic Alliance Agreement between GoFish
Corporation and Kaleidoscope Sports and
Entertainment LLC entered into December 22, 2006
10.2 Form of Base Warrant, to be issued as of January
1, 2007
99.1 Press Release issued December 22, 2006
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