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
Date of Report (Date of earliest event reported) March 17, 2003
Immediatek, Inc.
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(Exact name of Registrant as specified in charter)
Nevada 0-26073 86-0881193
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2435 N. Central Expressway Suite 1200, Richardson, TX 75080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 712-7336
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Not Applicable
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(Former name or former address, if changed, since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Immediatek, Inc. (the "Company") entered into two separate Purchase Asset
Agreements with Paul Marin, an individual, and Zach Bair, an individual, to
purchase certain strategic assets from these individuals to enhance the
Company's business operations. It should be note, that Zach Bair, is also
the President of the Immediatek, Inc.
Pursuant to the terms of the Purchase Asset Agreements, Immediatek, Inc.
shall issue to Paul Marin, the sum of 7,360,000 shares, and to Zach Bair
the sum of 10,741,397 shares at the par value $0.001 of its restricted common
stock, under the securities transaction exemption afforded by Section 4(2) of
the Securities Act of 1933.
The issuance of the shares represents full payment to Paul Marin and Zach Bair
for their assets. These shares will not be available for public resale without
registration under applicable securities laws or exemptions from those
registration requirements. Prior to Purchase Asset Agreements there were
1,898,603 Common Shares of Immediatek stock issued and outstanding. Following
these Purchase Asset Agreements, there will be 20,000,000 Common Shares of
Immediatek issued and outstanding. The issuance of these shares will
change control of the registrant as follows:
Common Shares Common Shares
Prior to After the
the Asset Percent Asset Percent
Name Position Purchase of Class(1) Purchase of Class(2)
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Zach Bair(3) President/CEO 888,200 46.7% 11,629,597 58.1%
Tim DeWitt(4) Shareholder 725,800 38.1% 725,800 3.6%
Paul Marin(5) Shareholder 0 0.0% 7,360,000 36.8%
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Totals: 1,614,000 84.8% 19,715,397 98.5%
All Executive Officers and
Directors as a Group
(1 persons) 888,200 46.7% 11,629,597 58.1%
1) Percentages are based on 1,898,603 shares.
2) Percentages are based on 20,000,000 shares. This number is based on
the current issued and outstanding common shares of 1,898,603 plus the
issuance of 18,101,397 additional pursuant to the Asset Purchase Agreements.
3) Business Address: 2435 N. Central Expressway Suite 1200, Richardson,
Texas 75080.
4) Business Address: 2435 N. Central Expressway Suite 1200, Richardson,
Texas 75080.
5) Business Address: 5201 Belle Chasse Lane, Frisco, Texas 75035
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 2003, Immediatek, Inc. (the "Company" or "Immediatek") completed
the acquisition of certain assets of Paul Marin, an individual (the "Seller"),
pursuant to an Asset Purchase Agreement, dated as of March 17, 2003 (the
"Purchase Agreement 2.1") and a separate acquisition of certain assets of Zach
an individual (the "Seller"), pursuant to an Asset Purchase Agreement, dated as
of March 17, 2003 (the "Purchase Agreement 2.2"). The assets acquired pursuant
to the Purchase Agreements included each Seller's customer list, other
intellectual property, website domain names, complex databases, a dedicated
server, miscellaneous software, reporting software systems, a digital music
library, license agreements, consumer subscription base, encoding software (the
"Products"). These assets are being acquired to further enhance the Company's
business operations.
Under the terms of the two Asset Purchase Agreements, the aggregate
consideration payable by the Company to the first Seller is 7,360,000 shares
of common stock, and to the second Seller is 10,741,397 shares for a total of
restricted 18,101,397 shares to be issued. The Assets have been valued at
a share conversion of $0.001, which represents the par value of the Company's
shares.
The foregoing description is qualified in its entirety by reference to
the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1
and Exhibit 2.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of March 17, 2003, among
Immediatek, Inc., and Paul Marin*
2.2 Asset Purchase Agreement, dated as of March 17, 2003, among
Immediatek, Inc., and Zach Bair*
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* This filing.
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SIGNATURE
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.
IMMEDIATEK, INC.
Date: March 20, 2003 By: /s/ Zach Bair
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Zach Bair
President and
Chief Executive Officer
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