Unassociated Document
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):
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March
20, 2008
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HOSTING
SITE NETWORK INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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33-73004
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13-4122844
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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32
Poplar Place
Fanwood,
New Jersey
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07023
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(Address
of principal executive offices)
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(Zip
Code)
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(973)
652-6333
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(Registrant’s
telephone number, including area
code)
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(Former
name, former address and former fiscal year, 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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o
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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
Single
Touch Merger Agreement
On
March
20, 2008 Hosting Site Network, Inc., a Delaware corporation (“HSNI”) entered
into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
by and among HSNI, Single Touch Interactive, Inc., a privately held Nevada
corporation (“Single Touch”), and Single Touch Acquisition Corp., a newly
formed, wholly-owned Nevada subsidiary of HSNI (“Acquisition Sub”). Upon closing
of the merger transaction (the “Merger”) contemplated under the Merger
Agreement, Acquisition Sub will be merged with and into Single Touch and Single
Touch, as the surviving corporation, will become a wholly-owned subsidiary
of
HSNI. The closing is subject to several conditions precedent including
satisfaction and completion of due diligence. Accordingly, there can be no
assurance given that the Merger will be completed.
Presently,
there are no material relationships between HSNI or Single Touch, or any of
their respective affiliates, directors or officers, or any associates of their
respective officers or directors.
Pursuant
to the terms and conditions of the Merger Agreement:
At
the
closing of the Merger, each share of Single Touch’s common stock issued and
outstanding immediately prior to the closing of the Merger, other than shares
held by dissenting Single Touch shareholders, will be converted into shares
of
HSNI’s common stock, and each option and warrant to purchase one share of Single
Touch’s common stock will be converted on the same basis into, respectively, an
option or warrant to purchase one share of HSNI’s common stock. In addition,
prior to the Merger, certain notes and convertible debentures of Single Touch
will be converted into shares of Single Touch common stock and such shares
shall
be converted at closing, as provided above, into shares of HSNI common stock.
Without taking into consideration the effects of any dissenting Single Touch
shareholders, an aggregate of 87,994,950 shares of HSNI’s common stock will be
issued to the holders of HSNI’s common stock or reserved for future issuance
under HSNI options and warrants to be issued to Single Touch option and warrant
holders upon closing of the Merger.
In
connection with the closing of the Merger, Scott Vicari, HSNI’s president and
principal shareholder, shall deliver the shares of HSNI common stock presently
owned by him for cancellation and HSNI shall complete and close an offering
of
HSNI convertible notes in the principal amount of up to $3,300,000. The
convertible notes shall be convertible into HSNI units (the “Units”) at a
conversion price of $1.25 per Unit, each Unit consisting of (i) one share of
HSNI common stock; (ii) one HSNI Class A Warrant to purchase one share of HSNI
common stock at an exercise price of $1.60 per share at any time during a period
of 18 months from issuance; and (iii) one HSNI Class B Warrant to purchase
one
share of HSNI common stock at an exercise price of $2.05 per share at any time
during a period of 36 months from issuance. The proceeds of the note offering
shall be loaned to Single Touch in a series of closings to be conducted prior
to
the closing of the Merger. These loans shall be secured by the assets of Single
Touch and shall be forgiven upon the closing of the Merger. The loans to Single
Touch will be represented by Single Touch promissory notes. In the event the
Merger is not completed, the notes will become due and payable in accordance
with the terms thereof.
To
complete the Merger, HSNI must also effect a 2.3:1 reverse stock split prior
thereto (the “Reverse Split”). The Units and Class A and Class B Warrant prices
above assume the prior effectuation of the Reverse Split. Under the Merger
Agreement, HSNI has agreed to adopt a 2008 Employee Stock Option Plan which
shall provide for the issuance of up to 8,800,000 shares of HSNI common stock.
HSNI has further agreed to change its name to Single Touch Technology Systems,
Inc. or such other name as HSNI and Single Touch may determine (the “Name
Change”). Effectuation of the Reverse Split and Name Change are subject to
approval by HSNI shareholders holding a majority of HSNI’s voting
shares.
Upon
the
closing of the Merger, two of the three then-current members of the board of
directors of HSNI shall resign from their director and officer positions with
HSNI and simultaneously therewith the vacated officer positions will be filled
and a new board of directors will be appointed consisting of the remaining
HSNI
director and two designees of Single Touch.
Each
of
HSNI, Single Touch and Acquisition Sub has provided customary representations
and warranties, pre-closing covenants and closing conditions in the Merger
Agreement. Breaches of these representations and warranties are secured by
customary indemnification provisions. In order to secure the indemnification
obligations of the Single Touch stockholders pursuant to the Merger Agreement,
5% of the shares of HSNI’s common stock that Single Touch’s pre-Merger
stockholders shall receive in exchange for their shares of Single Touch shall
be
held in escrow for one year.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Merger
Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by
reference.
The
Merger and its related transactions require the approval of the holders of
a
majority of shares of Single Touch’s capital stock. Under Nevada corporate law,
Single Touch’s stockholders who do not vote in favor of the Merger may demand in
writing, pursuant to the exercise of their appraisal rights, that Single Touch
pay them the fair value of their shares. Determination of fair value is based
on
all relevant factors, except for any appreciation or depreciation resulting
from
the anticipation or accomplishment of the Merger.
The
Merger shall be accounted for as a reverse acquisition and recapitalization
of
Single Touch for financial accounting purposes. Consequently, the assets and
liabilities and the historical operations that will be reflected in the
financial statements prior to the Merger will be those of Single Touch and
will
be recorded at the historical cost basis of Single Touch, and the consolidated
financial statements after completion of the Merger will include the assets
and
liabilities of HSNI and Single Touch, historical operations of Single Touch
and
operations of HSNI from the closing date of the Merger.
Single
Touch Bridge Loan
On
March
17, 2008 HSNI made a $250,000 bridge loan to Single Touch represented by Single
Touch’s $250,000 March 17, 2008 Secured Promissory Note due April 16, 2008,
subject to extension. The bridge loan is secured by the assets of Single Touch
as reflected in a March 17, 2008 Security Agreement between HSNI and Single
Touch. In conjunction with the bridge loan, HSNI sold a $200,000 non-interest
bearing 45 day promissory note to a single subscriber in reliance on the
exemption provided by Regulation S under the Securities Act of 1933, as
amended.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
Exhibit
2.1
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Agreement
and Plan of Merger and Reorganization among Hosting Site Network,
Inc.,
Single Touch Acquisition Corp., and Single Touch Interactive,
Inc.
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Exhibit
4.1
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$200,000
Promissory Note of Hosting Site Network, Inc. dated March 17,
2008
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Exhibit
4.2
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$250,000
Promissory Note of Single Touch Interactive, Inc. dated March 17,
2008
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Exhibit
10.1
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Security
Agreement, dated March 17, 2008, between Hosting Site Network,
Inc. and
Single Touch Interactive,
Inc.
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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.
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HOSTING
SITE NETWORK, INC.
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Dated:
March 21, 2008
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By:
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/s/
Scott Vicari
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Name:
Scott Vicari
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Title:
President
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