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
|
September
29, 2008
|
0-20525053
|
|
Date
of Report (Date of earliest event reported)
|
Commission
File Number
|
THEGLOBE.COM,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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14-1782422
|
|
|
|
|
(State
or other jurisdiction of incorporation or
organization)
|
I.R.S.
Employer Identification Number)
|
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110
East Broward Boulevard, Suite 1400
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Fort
Lauderdale, Florida 33301
|
|
(Address
of Principal Executive Offices) (Zip Code)
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(954)
769-5900
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|
(Registrant’s
telephone number, including area
code)
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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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
PRELIMINARY
NOTE:
This
Report includes forward-looking statements related to theglobe.com, inc.
("theglobe" or the “Company”) that involve risks and uncertainties, including,
but not limited to, risks associated with the closing of the Purchase
Agreement with The Registry Management Company, LLC, as reported in this Report
on Form 8-K. These forward-looking statements are made in reliance on the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. For
further information about these and other factors that could affect
theglobe.com’s future results and business plans, including theglobe’s ability
to continue operations as a going concern, please see the Company’s filings with
the Securities and Exchange Commission, including in particular our Annual
Report of Form 10-K for the year ended December 31, 2007 and our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008. Copies of these filings
are available online at http://www.sec.gov. Prospective investors are cautioned
that forward-looking statements are not guarantees of performance. Actual
results may differ materially and adversely from management
expectations.
Item
1.01
Entry
Into Material Definitive Agreement.
In
connection with the closing of the Purchase Agreement described in Item 2.01
below, the Company entered into a Master Services Agreement (“Services
Agreement”) with Dancing Bear Investments, Inc. (“Dancing Bear”), which is
controlled by Michael S. Egan, the Company’s Chief Executive Officer. Under the
terms of the Services Agreement, for a fee of $20,000 per month ($240,000 per
annum), Dancing Bear will provide personnel and services to the Company so
as to
enable it to continue its existence as a public company without the necessity
of
any full-time employees of its own (after an initial transition period that
ends
December 31, 2008). The Services Agreement has an initial term of one-year
and
is subject to renewal or early termination under certain events. Services under
the Services Agreement include, without limitation, accounting, assistance
with
financial reporting, accounts payable, treasury/financial planning, record
retention and secretarial and investor relations functions.
Item
1.02
Termination
Of A Material Definitive Agreement
In
connection with the closing of the Purchase Agreement described in Item 2.01,
the Company entered into Termination Agreements with each of its executive
officers. Pursuant to the Termination Agreements, the Company’s employment
agreements with each of Michael S. Egan, Edward A. Cespedes and Robin Segaul
Lebowitz, the Chief Executive Officer, President and Vice President of Finance,
all dated August 1, 2003, respectively, were terminated. Notwithstanding the
termination of these agreements, each of Messrs. Egan, Cespedes and Lebowitz
remains as an officer and director of the Company.
Item
2.01
Completion
Of Acquisition Or Disposition Of Assets
CLOSING
OF SALE OF ASSETS OF TRALLIANCE CORPORATION; ISSUANCE OF SHARES
On
September 29, 2008, theglobe closed upon a previously announced Purchase
Agreement (the “
Purchase
Agreement”
)
dated
as of June 10, 2008, by and between theglobe.com, its subsidiary, Tralliance
Corporation (“
Tralliance”
)
and The
Registry Management Company, LLC ("
Registry
Management
”
and
“
Buyer
”),
and
Tralliance Registry Management Company, LLC (“
Tralliance
Registry Management
”),
a
wholly-owned subsidiary of Registry Management. In connection with the closing,
Registry Management assigned certain of its rights and obligations with respect
to the purchased assets of Tralliance to Tralliance Registry Management.
Pursuant to the provisions of the Purchase Agreement, theglobe (i) issued two
hundred twenty nine million (229,000,000) shares of its common stock (the
“Shares”) (the “Share Issuance”) and (ii) sold the business and substantially
all of the assets of its subsidiary, Tralliance, to Tralliance Registry
Management (the “Asset Sale” and, together with the Share Issuance, the “Sale”
or “Purchase Transaction”) for consideration consisting of (i) surrender to
theglobe of secured demand convertible promissory notes issued by theglobe
and
held by the Registry Management in the aggregate principal amount of $4,250,000,
together with all accrued and unpaid interest of approximately $1,290,300
through the date of the Closing of the Transaction, (ii) satisfaction of
approximately $869,500 in outstanding rent and miscellaneous fees due and unpaid
to Registry Management through the date of closing of the Transaction, and
(iii)
an earn-out equal to 10% of the Tralliance Registry Management’s “net revenue”
(as defined) derived from “.travel” names registered by Tralliance Registry
Management through May 5, 2015. Registry Management and Tralliance Registry
Management are directly or indirectly controlled by Michael S. Egan, our
Chairman and Chief Executive Officer and principal stockholder and each of
our
two remaining Board members has a minority interest in Registry Management.
TERMINATION
OF EMPLOYMENT AGREEMENTS
The
Purchase Agreement contemplated several ancillary agreements and transactions.
These agreements included an Earn-out Agreement pursuant to which the Earn-out
would be paid (the “Earn-out Agreement”), and Termination Agreements with each
of our executive officers (each a "Termination Agreement"). The minimum earn-out
amount payable under the Earn-out Agreement will be at least $300,000 in the
first year following closing, increasing by $25,000 in each subsequent year
(pro-rated for the final year of the earn-out). Pursuant to the Termination
Agreements, the Company’s employment agreements with each of Michael S. Egan,
Edward A. Cespedes and Robin Segaul Lebowitz, the Chief Executive Officer,
President and Vice President of Finance, all dated August 1, 2003, respectively,
were terminated. Notwithstanding the termination of these agreements, each
of
Messrs. Egan, Cespedes and Ms. Lebowitz remains as an officer and director
of the Company.
ENTRY
INTO MASTER SERVICES AGREEMENT
In
connection with the closing of the Purchase Agreement, the company entered
into
a Master Services Agreement (“Services Agreement”) with Dancing Bear
Investments, Inc., which is controlled by Messr. Egan. Under the terms of the
Services Agreement, for a fee of $20,000 per month ($240,000 per annum), Dancing
Bear will provide personnel and services to the Company so as to enable it
to
continue its existence as a public company without the necessity of any
full-time employees of its own (after an initial transition period that ends
December 31, 2008). The Services Agreement has an initial term of one-year
and
is subject to renewal or early termination under certain events. Services under
the Services Agreement include, without limitation, accounting, assistance
with
financial reporting, accounts payable, treasury/financial planning, record
retention and secretarial and investor relations functions.
After
giving effect to the closing of the Purchase Transaction, theglobe has no
material operations and no source of revenue other than the Earn-out. The
Purchase Transaction is not intended to result in theglobe “going private” and
theglobe presently intends to continue as a public company and make all
requisite filings under the Securities and Exchange Act of 1934 to remain a
public company.
Item
3.02
Unregistered
Sales Of Equity Securities
.
In
connection with the closing of the Purchase Agreement as described in Item
2.01
above, the Company issued two hundred twenty nine million (229,000,000) shares
of its common stock (the “Shares”) to The Registry Management Company, LLC
(“
Buyer
”)
for
the consideration described in Item 2.01 above. After giving effect to the
closing of the Transaction and the issuance of the Shares thereunder, Michael
S.
Egan, our Chief Executive Officer, now beneficially owns 76.69% of our issued
and outstanding shares of common stock. The Buyer was granted the right to
one
demand registration of the Shares exercisable at any time (subject to certain
exclusions) after June 10, 2009, as well as, an unlimited number of “piggy-back”
registration rights (subject to certain qualifications). The Shares were not
registered under applicable securities laws and were sold in reliance on an
exemption from such registration. The Buyer of the Shares is an “accredited
investor” and the Company believes that the issuance and sale of the Shares
qualified for an exemption from registration pursuant to Section 4(2) of the
Securities Act of 1933.
Item
9.01.
Financial
Statements and Exhibits
(a)(b)(c)
None
(d)
Exhibits
10.1
Purchase
Agreement dated as of June 10, 2008 by and between theglobe.com, inc.,
Tralliance Corporation and The Registry Management Company, LLC (1)
10.2
Earn-out
Agreement dated September 29, 2008 by and between theglobe.com, inc. and
Tralliance Registry Management Company, LLC.
10.3
Management
Services Agreement dated September 29, 2008 with Dancing Bear Investments,
Inc.
10.4
Termination
Agreement dated September 29, 2008 with Michael Egan
10.5
Termination
Agreement dated September 29, 2008 with Edward Cespedes
10.6
Termination
Agreement dated September 29, 2008 with Robin Segaul-Lebowitz
________
(1)
Incorporated
by reference from our Form 8-K filed on June 13, 2008.
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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Dated:
October 3, 2008
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theglobe.com,
inc.
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By:
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/s/
Edward
A. Cespedes, President
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Edward
A. Cespedes, President
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EXHIBIT
INDEX
10.1
Purchase
Agreement dated as of June 10, 2008 by and between theglobe.com, inc.,
Tralliance Corporation and The Registry Management Company, LLC (1)
10.2
Earn-out
Agreement dated September 29, 2008 by and between theglobe.com, inc. and
Tralliance Registry Management Company, LLC.
10.3
Management
Services Agreement dated September 29, 2008 with Dancing Bear Investments,
Inc.
10.4
Termination
Agreement dated September 29, 2008 with Michael Egan
10.5
Termination
Agreement dated September 29, 2008 with Edward Cespedes
10.6
Termination
Agreement dated September 29, 2008 with Robin Segaul-Lebowitz
________
(1)
Incorporated
by reference from our Form 8-K filed on June 13, 2008.
TheGlobe com (PK) (USOTC:TGLO)
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