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): May
29, 2008
SINGLE
TOUCH SYSTEMS INC.
(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,
NJ
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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
(Registrant’s
telephone number, including area code)
Hosting
Site Network, Inc.
(Former
name 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:
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))
Item
1.01. Entry into a Material Definitive Agreement.
Addendum
to Single Touch Merger Agreement
As
more
fully described in our Current Report on Form 8-K dated March 20, 2008, which
is
incorporated herein by reference, on March 20, 2008 we entered into an Agreement
and Plan of Merger and Reorganization (the “Merger Agreement”) by and among us,
Single Touch Interactive, Inc., a privately held Nevada corporation (“Single
Touch”), and Single Touch Acquisition Corp., a wholly-owned Nevada subsidiary of
ours (“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 ours. The Merger Agreement provided that such
agreement would be automatically terminated if the closing date thereunder
did
not occur on or prior to June 1, 2008 unless extended in writing by mutual
agreement. On May 29, 2008 the parties entered into an Addendum to the Merger
Agreement which extended the termination date to June 30, 2008 subject to
further extension by mutual agreement. All other terms of the Merger Agreement
continue with full force and effect.
Addendum
to Bridge Loan Agreement and Single Touch Interactive, Inc. Bridge Loan
Notes
As
more
fully described in our Current Report on Form 8-K dated March 31, 2008 which
is
incorporated herein by reference, on March 31, 2008 we entered into a Bridge
Loan Agreement (the “Bridge Loan Agreement”) with Single Touch Interactive, Inc.
(“STI”), a Nevada corporation. Therein, we agreed to make a series of loans to
STI (the “STI Loans”) in an aggregate amount of up to $3,300,000. To date we
have made aggregate loans to STI thereunder of $2,245,000. Upon making each
STI
Loan we receive a secured bridge loan note from STI (the “STI Notes”) which
provides for the payment of interest at the rate of 12% per annum. Interest
and
principal on the STI Notes was due on May 31, 2008, subject to extension by
mutual agreement, provided, however, that upon the closing, on or prior to
May
31, 2008, of the proposed merger (the “Merger”) by and among us, STI and Single
Touch Acquisition Corp., a wholly owned subsidiary of ours, the STI Loans were
to be forgiven and the STI Notes were to be cancelled and deemed repaid in
full.
On May 29, 2008 we and STI entered into Addendums to the Bridge Loan Agreement
and STI Notes which provide that the Merger is now expected to close on or
prior
to June 30, 2008 and that interest on the STI Notes will be due and payable
on
June 30, 2008, subject to further extension by mutual agreement. In connection
therewith, in the event the Merger closes on or prior to June 30, 2008 the
STI
Loans will be forgiven and the STI Notes will be cancelled and deemed repaid
in
full. All other terms of the Bridge Loan Agreement and STI Notes continue with
full force and effect.
Item
9.01. Financial Statements and Exhibits.
Exhibits
filed as part of this Report are as follows:
| Exhibit
10.1 |
Addendum
dated May 29, 2008 to Agreement and Plan of Merger and Reorganization
dated March 20, 2008 among Hosting Site Network, Inc., Single Touch
Acquisition Corp., and Single Touch Interactive,
Inc.
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| Exhibit
10.2 |
Addendum
dated May 29, 2008 to Bridge Loan Agreement dated March 31, 2008
between
Hosting Site Network, Inc. and Single Touch Interactive,
Inc.
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| Exhibit
10.3 |
Addendum
dated May 29, 2008 to Bridge Loan Promissory Notes of Single Touch
Interactive, Inc. dated March 17, 2008; March 31, 2008; and April
28,
2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SINGLE
TOUCH SYSTEMS INC.
By:
/s/
Scott Vicari
Name:
Scott Vicari
Title:
President
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Dated:
June
3,
2008