UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
GOFISH
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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20-2471683
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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706
Mission Street, 10th
Floor, San Francisco, California
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94103
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (415)
738-8706
Not
Applicable
(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):
* |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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* |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
Agreements
with MiniClip Limited
On
December 10, 2007, GoFish Corporation (the “Company”)
entered into an advertising representation agreement (the “MiniClip Advertising Agreement”)
and a
stock and warrant issuance agreement (the “MiniClip
Equity Agreement”)
with
MiniClip Limited, a company registered in the United Kingdom (“MiniClip”).
Subject to the terms and conditions of the MiniClip Advertising Agreement
and
the MiniClip Equity Agreement, as applicable, MiniClip agreed to grant the
Company the exclusive right to sell advertising in the United States on websites
owned or operated by MiniClip, including www.miniclip.com
(the
“MiniClip
Sites”),
in
exchange for a share of the net revenues from such advertising and the issuance
of 300,000 restricted shares of the Company’s common stock (the “MiniClip
Restricted Shares”)
and a
restricted warrant to purchase an additional 300,000 shares of the Company’s
common stock at $1.75 per share (the “MiniClip
Restricted Warrant”).
Under
the MiniClip Advertising Agreement, the Company agreed to be generally
responsible for all costs associated with such advertising and to pay MiniClip
a
minimum of an aggregate of $4 million in such revenues over 2008, for which
the
Company will provide certain assurances for payment. The MiniClip Advertising
Agreement has an initial term expiring on December 31, 2008 and automatically
renews for successive one-year terms, unless earlier terminated in accordance
with its terms. In
connection with the MiniClip Advertising Agreement and the MiniClip Equity
Agreement, the Company’s Board of Directors determined that the fair value of
the consideration received or to be received by the Company in consideration
for
the MiniClip Restricted Shares and the MiniClip Restricted Warrant has a
fair
value in excess of $1.75 per share. Under
the
MiniClip Equity Agreement, the MiniClip Restricted Shares and the MiniClip
Restricted Warrant will vest over a one-year period, subject to the MiniClip
Advertising Agreement remaining in effect, with one-half of the MiniClip
Restricted Shares and one-half of the MiniClip Restricted Warrant vesting
on
July 1, 2008 and one-half of the MiniClip Restricted Shares and one-half
of the
MiniClip Restricted Warrant vesting on January 1, 2009. In
addition, the Company purchased a 95% participation interest in a $492,931
claim
held by MiniClip against a third party (the “MiniClip
Claim”).
In
exchange for the participation interest, the Company paid $468,285, and will
also pay 5% of any amounts above $468,285 that the Company may receive or
recover in connection with the MiniClip Claim (less reasonably-incurred legal
expenses), of which the Company expects to receive or recover significantly
less
than the face value.
The
Company and MiniClip have other existing business relationships in the ordinary
course of business.
Agreements
with MTV Networks, a Division of Viacom International
Inc.
On
December 12, 2007, the Company entered into a license agreement (the
"MTVN License
Agreement")
and a
stock issuance and participation rights agreement (the "MTVN
Equity Agreement")
with
MTV Networks, a division of Viacom International Inc. ("MTVN").
Subject to the terms and conditions of the MTVN License Agreement, MTVN agreed
to grant the Company a non-exclusive license to distribute and market certain
video content controlled by MTVN, and the parties agreed to a revenue share
arrangement in connection with such video content. The MTVN License Agreement
has a term of two years, unless earlier terminated in accordance with its
terms.
Pursuant to the terms of the MTVN Equity Agreement, in exchange for the license,
the Company issued to MTVN 1,000,000 restricted shares registered in the
name of
Viacom International, Inc. of common stock of the Company (the "MTVN
Restricted Shares")
and
granted MTVN a participation right (during the term of the MTVN License
Agreement) in certain future financings of the Company to purchase additional
securities equal to an aggregate of 35% of the aggregate gross proceeds of
any
such financing during the term of the MTVN License Agreement. In connection
with
the MTVN License Agreement and the MTVN Equity Agreement, the Company’s Board of
Directors determined that the fair value of the consideration received or
to be
received by the Company in consideration for the MTVN Restricted Shares has
a
fair value in excess of $1.75 per share. Under the MTVN Equity Agreement,
MTVN
agreed to a two-year lockup with respect to the MTVN Restricted
Shares.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information provided in response to Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.02.
The
MTVN
Restricted Shares were offered to MTVN without registration under the Securities
Act of 1933, as amended (the "Securities
Act"),
in
reliance upon the exemption from such registration requirements provided
by
Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder.
MTVN represented that it is an “accredited investor” as defined in Rule 501(a)
under the Securities Act) and that it is acquiring the MTVN Restricted Shares
solely for its own account for investment and not for the interest of any
other
person and not with a view to, or in connection with, any resale or distribution
of the MTVN Restricted Shares or any part thereof. This Current Report on
Form
8-K is not an offer to sell or the solicitation of an offer to buy the MTVN
Restricted Shares.
The
MiniClip Restricted Shares and the MiniClip Restricted Warrant were offered
to
MiniClip without registration under the Securities Act, in reliance upon
the
exemption from such registration requirements provided by Section 4(2) of
the
Securities Act and/or Regulation D promulgated thereunder. MiniClip represented
that it is an “accredited investor” as defined in Rule 501(a) under the
Securities Act) and that it is acquiring the MiniClip Restricted Shares and
the
MiniClip Restricted Warrant solely for its own account for investment and
not
for the interest of any other person and not with a view to, or in connection
with, any resale or distribution of the MiniClip Restricted Shares and the
MiniClip Restricted Warrant or any part thereof. This Current Report on Form
8-K
is not an offer to sell or the solicitation of an offer to buy the MiniClip
Restricted Shares or the MiniClip Restricted Warrants.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this Current Report on Form 8-K are generally identified
by words,
such as “will” and “expects” and similar expressions intended to identify
forward-looking statements. Forward-looking statements involve known and
unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from
any
future results, performance or achievements expressed or implied by
forward-looking statements. Investors are cautioned that forward-looking
statements are not guarantees of future performance and that undue reliance
should not be placed on such statements. Forward looking statements include,
but
are not limited to, the Company’s expectations regarding recovery in connection
with the MiniClip Claim. Actual events may differ materially from those
mentioned in these forward-looking statements because of a number of risks
and
uncertainties, including, but not limited to, the uncertainty of recovery
in
connection with the MiniClip Claim. Additional discussion of these and
other
factors affecting the Company’s business and prospects is contained in the
Company’s periodic filings with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise unless
required to do so by the securities laws.
Item
9.01 Financial Statements and Exhibits
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.
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GOFISH
CORPORATION |
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Dated:
December 14, 2007 |
By: |
/s/ Tabreez
Verjee |
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Name:
Tabreez Verjee |
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Title:
President
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