(Address
of Principal Executive Offices) (Zip Code)
(954)
769-5900
(Registrant’s
telephone number, including area
code)
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))
This
Report includes forward-looking statements related to theglobe.com, inc.
("theglobe" or the “Company”) that involve risks and uncertainties, including,
but not limited to, risks and uncertainties relating to whether or not the
proposed Transaction, as described below, will be consummated. No definitive
agreement has been entered into and even if one is executed in the future,
the
anticipated conditions to closing of such an agreement, some of which are
specified below, may not be satisfied. Our ability to curtail or reduce expenses
also involves many risks and uncertainties. These forward-looking statements
are
made in reliance on the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. For further information about these and other
factors that could affect theglobe.com’s future results and business plans,
including theglobe’s ability to continue operations as a going concern, please
see the Company’s filings with the Securities and Exchange Commission, including
in particular our Annual Report of Form 10-K for the year ended December 31,2006 and our Quarterly Report on Form 10-Q for the quarter ended September30,2007. Copies of these filings are available online at http://www.sec.gov.
Prospective investors are cautioned that forward-looking statements are not
guarantees of performance. Actual results may differ materially and adversely
from management expectations.
Items
1.01.
ENTRY
INTO MATERIAL DEFINITIVE AGREEMENT; DISPOSITION OF ASSETS OF THE
COMPANY
On
February 1, 2008the Company announced that it has entered into a letter of
intent to sell substantially all of the business and net assets of its
Tralliance Corporation subsidiary and to issue 269 million shares of its common
stock, to The Registry Management Company, LLC, a privately held entity
controlled by Michael S. Egan, theglobe.com’s Chairman, CEO and controlling
investor (the “Transaction”).
As
part
of the purchase consideration for the Transaction, Mr. Egan and certain of
his
affiliates will exchange and surrender all of their right, title and interest
to
secured convertible promissory notes in the aggregate principal amount of
approximately $4.7 million, accrued and unpaid interest thereon, as well as
outstanding rent and miscellaneous fees due and unpaid to Mr. Egan affiliates,
which amounts collectively equal approximately $6.0 million.
In
addition, The Registry Management Company will pay an earn-out to theglobe.com
equal to 10% (subject to certain minimums) of The Registry Management Company’s
net revenue derived from “.travel” names registered by the Company through May5, 2015. The net present value of the minimum guaranteed earn-out payments
is
estimated to be approximately $1.3 million, bringing the total consideration
to
approximately $7.3 million.
The
transaction is subject to the negotiation and closing of a definitive purchase
agreement, receipt of an independent fairness opinion, and shareholder approval.
The Transaction is expected to close no earlier than the second quarter of
2007.
Item
9.01. Financial Statements and Exhibits
(a)(b)(c)
None
(d)
Exhibits
10.1
Letter
of Intent Agreement dated as of February 1, 2008 by and among Registry
Management Company, LLC, Tralliance Corporation, and theglobe.com,
inc.
with respect to a potential acquisition of substantially all of the
business and net assets of Tralliance Corporation (including Exhibit
A,
Tralliance Corporation Term Sheet and related Schedule
A).
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.
