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): February 28, 2008
Immediatek, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-26073
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86-0881193 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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320 South Walton
Dallas, Texas
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75226 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 744-8801
(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):
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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))
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Section 1 – Registrant’s Business and Operations
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On February 28, 2008, Immediatek, Inc., or the Company, entered into an Agreement for Project
Staffing Services with HDNet Fights, Inc., an affiliate of Radical Holdings LP, the sole owner of
our Series A Convertible Preferred Stock and beneficial owner of Immediatek common stock
representing 97.1% of the outstanding voting power of Immediatek. The Agreement for Project
Staffing Services provides that the Company will provide personnel, as independent contractors on
an hourly-fee basis, to perform computer software programming, system analysis, design, project
management, consulting, and education and training for HDNet Fights, Inc. The description of the
Agreement for Project Staffing Services contained herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement for Project Staffing
Services, a copy of which is set forth as Exhibit 10.27 to this Current Report on Form 8-K and is
incorporated herein by reference.
On February 28, 2008, DiscLive, Inc., our wholly-owned subsidiary, entered into a letter
agreement amending the Sublease dated February 21, 2007, by and between DiscLive, Inc. and HDNet
LLC, an affiliate of Radical Holdings LP. Pursuant to the letter agreement amending the Sublease,
DiscLive, Inc. will continue to sublease from HDNet LLC approximately 600 square feet of office
space at 3030 Taylor Street, Dallas, Texas, which is otherwise known as 320 South Walton, Dallas,
Texas. The rent is $900 per month, utilities included. The letter agreement extends the term of the
Sublease until December 31, 2009. HDNet LLC leases this office space from Radical Computing, Inc.,
another affiliate of Radical Holdings LP. The letter agreement amending the Sublease is subject to
the terms of the underlying lease, which includes the termination provisions. The description of
the letter agreement amending the Sublease contained herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the letter agreement amending the
Sublease, a copy of which is set forth as Exhibit 10.28 to this Current Report on Form 8-K and is
incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired. |
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Not applicable.
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(b) Pro forma financial information. |
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Not applicable.
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(c) Shell company transactions. |
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Not applicable.
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(d) Exhibits.
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