8-K
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): August
20, 2007
___________
SPORTSQUEST,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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033-09218
(Commission
File
Number)
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22-2742564
(I.R.S.
Employer
Identification
No.)
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801
International Parkway, 5th floor
Lake
Mary, Florida
(Address
of principal executive offices)
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32746
(Zip
Code)
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Registrant’s
telephone number, including area code: (757)
572-9241
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Item
1.01 Entry
into a Material Definitive Agreement.
SportsQuest,
Inc. (the “Company”) has entered into the material definitive agreements
described below.
Acquisition
of Zaring-Cioffi Entertainment, LLC.
On
August 20, 2007, the Company entered into an Agreement for the Exchange of
Stock
(the “Exchange Agreement”) with Zaring-Cioffi Entertainment, LLC, a California
limited liability company (“Zaring-Cioffi”), and ZCE, Inc., a California
corporation (“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability
company (“Q-C” and together with ZCE, the “Members”). Zaring-Cioffi is a
full-service production company of talent-based special events. The closing
is
subject to the conversion of Zaring-Cioffi to a California corporation (as
converted, “Zaring-Cioffi”) and completion of due diligence by the Company.
Under the terms of the Exchange Agreement, the Company has agreed to purchase
100% of the issued and outstanding shares of Zaring-Cioffi in
exchange for that number of shares of common stock of the Company to be issued
to the Members with a total value of $500,000, with the number of shares
computed by dividing the prior to closing average five day closing price of
the
common stock of the Company into the sum of $500,000. In addition, the Company
shall pay to ZCE $150,000 in cash at closing and shall issue warrants to the
Members to purchase common stock of the Company according to the following
schedule: 100,000 shares at a strike price of $0.50 per share expiring December
31, 2007, 100,000 shares at a strike price of $1.00 per share expiring December
31, 2008, and 200,000 shares at a strike price of $1.50 per share expiring
December 31, 2009. Furthermore, David Quinn and Jeff Merriman, the sole members
of Q-C, shall receive, at no cost, a Bronze Level sponsorship position (or
its
equivalent) at all Zaring-Cioffi
events
through 2009. A copy of the Exchange Agreement is being filed as Exhibit 10.1 to
this report and is incorporated by reference into this Item 1.01.
A
copy of
the press release that the Company issued on August 20, 2007 with respect to
the
Exchange Agreement is being
filed as Exhibit 99.1 to this report and is incorporated by reference into
this
Item 1.01.
Dutchess
Investment Agreement.
On
August 23, 3007, the Company entered into an Investment Agreement (the
“Investment Agreement”) with Dutchess Private Equities Fund, Ltd., a Cayman
Islands exempted company (“Dutchess”). The Investment Agreement provides for the
Company’s right, subject to certain conditions, to require Dutchess to purchase
up to $50,000,000 of the Company’s common stock at a seven percent discount to
market over the 36 month period following a registration statement covering
such
common stock being declared effective by the Securities and Exchange Commission.
A
copy of
the Investment Agreement is being filed as Exhibit 10.2 to this report and
is
incorporated by reference into this Item 1.01.
As
a
condition to entering into the Investment Agreement, the Company and Dutchess
entered into a Registration Rights Agreement, dated as of August 23, 2007 (the
“Registration Rights Agreement”). As set forth in the Registration Rights
Agreement, the Company has agreed to file a registration statement with the
Securities and Exchange Commission within 45 days after the date of the
Registration Rights Agreement to cover the resale by Dutchess of the shares
of
the Company’s common stock issued pursuant to the Investment Agreement. The
Company has agreed to initially register for resale 10,000,000 shares of its
common stock which would be issuable on the date preceding the filing of the
registration statement based on the
closing
bid price of the Company’s common stock on such date and the amount reasonably
calculated that represents common stock issuable to other parties as set forth
in the Investment Agreement except to the extent that the Securities and
Exchange Commission requires the share amount to be reduced as a condition
of
effectiveness. The
Company has further agreed to use all commercially reasonable efforts to cause
the registration statement to be declared effective by the Securities and
Exchange Commission within 120 days after the date of the Registration Rights
Agreement and to keep such registration statement effective until the earlier
to
occur of the date on which (a) Dutchess shall have sold all of the shares of
common stock issued or issuable pursuant to the Investment Agreement; or (b)
Dutchess has no right to acquire any additional shares of common stock under
the
Investment Agreement. A
copy of
the Registration Rights
Agreement
is being
filed as Exhibit 10.3 to this report and is incorporated by reference into
this
Item 1.01.
A
copy of
the press release that the Company issued on August 27, 2007 with respect to
the
Investment Agreement is being
filed as Exhibit 99.2 to this report and is incorporated by reference into
this
Item 1.01.
Item 9.01 Financial
Statements and Exhibits.
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10.1 |
Agreement
for the Exchange of Stock by and among SportsQuest, Inc., Zaring-Cioffi
Entertainment, LLC, ZCE, Inc. and Q-C Entertainment, LLC dated August
20,
2007.
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10.2 |
Investment
Agreement by and between SportsQuest, Inc. and Dutchess Private Equities
Fund, Ltd. dated August 23, 2007.
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10.3 |
Registration
Rights Agreement by and between SportsQuest, Inc. and Dutchess Private
Equities Fund, Ltd. dated August 23,
2007.
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99.1 |
Press
Release dated August 20, 2007.
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99.2 |
Press
Release dated August 27, 2007.
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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.
SPORTSQUEST,
INC.
Date: August
29,
2007
R.
Thomas
Kidd
President
and Chief Executive Officer
EXHIBIT INDEX
| 10.1 |
Agreement
for the Exchange of Stock by and among SportsQuest, Inc., Zaring-Cioffi
Entertainment, LLC, ZCE, Inc. and Q-C Entertainment, LLC dated
August 20,
2007.
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| 10.2 |
Investment
Agreement by and between SportsQuest, Inc. and Dutchess Private
Equities
Fund, Ltd. dated August 23, 2007.
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| 10.3 |
Registration
Rights Agreement by and between SportsQuest, Inc. and Dutchess
Private
Equities Fund, Ltd. dated August 23,
2007.
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| 99.1 |
Press
Release dated August 20, 2007.
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| 99.2 |
Press
Release dated August 27, 2007.
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