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
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 27,
2005
Radium
Ventures, Inc.
(Exact
Name Of Registrant Specified In Charter)
NEVADA |
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98-0372720 |
(State
Of Incorporation) |
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(COMMISSION
FILE NUMBER) |
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(IRS
Employer
Identification
No.) |
2840
Mount Seymour Parkway, North Vancouver, BC, Canada, V7H 1E9
(Address
Of Principal Executive Offices) (Zip Code)
(604)
719-5358
(Registrant’s
Telephone Number, Including Area Code)
_________________________________________________________________
(Former
Name or Former Address, is 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:
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item
1.01. Entry
into a Material Definitive Agreement
On May
27, 2005 Radium Ventures, Inc., entered into an Agreement and Plan of
Reorganization (the “Reorganization Agreement”), dated as of May 27, 2005, with
Radium Ventures Acquisition, Inc., a newly-formed Nevada corporation
(hereinafter “Radium Sub”), Shane Whittle and James Scott-Moncrieff,
(collectively, the “Founders”) and Interactive Television Networks, Inc., a
Nevada corporation formerly knows as XTV, Inc. (“ITV”), pursuant to which Radium
Sub agreed to merge with and into ITV (the “Merger”). In connection with the
Merger, we agreed to (i) cancel 750,000 of the currently issued and outstanding
shares held by the Founders and (ii) issue, pursuant to an exemption proved
under Section 4(2) of the Securities Act of 1933, as amended, 22,117,550 shares
to the existing shareholders of ITV, in exchange for all of the issued and
outstanding common stock of ITV. As a result of the Merger, a total of
24,000,000 shares will be issued and outstanding immediately after the Merger,
of which 1,882,450 are currently outstanding, and 22,117,550 shares will be
newly issued shares held by the former shareholders of ITV. In addition to the
foregoing, under the Reorganization Agreement, we have agreed to issue 50,000
shares to our financial advisor, which shares shall be issued immediately
following the consummation of the Merger.
The
closing of the Merger is currently anticipated to occur on or before June 3,
2005. The consummation of the transaction is subject to the satisfaction of
customary conditions in similar transactions, including requisite consents, the
truth and accuracy of the parties' respective representations and warranties,
the absence of any pending litigation seeking to restrain or invalidate the
transaction and the lack of any material adverse changes since the execution and
delivery of the Reorganization Agreement.
The
Reorganization Agreement also contemplates that, concurrent with the closing of
the transaction, (a) the one vacancy on the board of directors shall be filled
by a person designated by ITV, who shall fill such posts until the next annual
election of directors and (b) all current officers of the Registrant shall
resign from their positions with the Registrant, with new officers to be
appointed by the Board members. In addition, in the Reorganization Agreement we
agreed to nominate and appoint two additional persons designated by ITV (the
“ITV Directors”) to the Radium Board of Directors, which election shall become
effective on the later of (i) closing date of the Merger, or (ii) the tenth day
following the later of the date of the filing of the Information Statement with
the Securities and Exchange Commission or the date of mailing of an Information
Statement under Rule 14f-1 to Radium’s shareholders. At the time that the ITV
Directors take office, Mr. Shane Whittle, currently our sole director, shall
resign as a director.
The
foregoing summary of the terms and conditions of Reorganization Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of Reorganization Agreement attached as Exhibit 10.1 hereto, and which
is hereby incorporated herein by reference.
Pursuant
to the terms of Reorganization Agreement, we will issue a total of 22,167,550
shares of our common stock to the shareholders of ITV and to our financial
advisor. The shares so issued will constitute restricted securities and will be
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended, in reliance on the exemption provided by
Rule 506 of Regulation D of the Act.
Item 9.01.
Financial Statements and Exhibits.
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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RADIUM
VENTURES, INC. |
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By: |
/s/
Shane Whittle |
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Name:
Shane Whittle |
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Title:
President, Principal Executive Officer, Secretary, &
Director |