Form 8K Current Report
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 10, 2006
__________
SP
Holding Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-21061
|
58-2044990
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
| |
|
|
| |
2361
Campus Drive Suite 101
Irvine,
CA 92612
(Address
of principal executive offices and Zip Code)
|
|
Registrant’s
telephone number, including area code: (941)
907-2361
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):
r
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
On
February 10, 2006, SP Holding Corporation (the “Company”) and Planetwide
Games, Inc. (“Planetwide Games”), a privately held innovative provider of
branded online video games and proprietary software, entered into an Agreement
and Plan of Merger and Reorganization (the “Merger Agreement”).
Under
the
terms of the Merger Agreement, all outstanding shares of Planetwide Games Common
Stock, $0.0001 par value (“Planetwide Games Common Stock”), will be exchanged
for the shares of the Company’s Common Stock, $0.001 par value (“Company Common
Stock”), and
the
Company will assume all of the stock options, warrants and convertible
securities of Planetwide Games. After the consummation of the merger,
stockholders of Planetwide Games will own approximately 95% of the Company
on a
fully diluted basis. The two companies intend to change the name of the Company
to Planetwide Games Corporation shortly after the closing. The merger is
expected to be tax-free to the stockholders of both companies. Consummation
of
the merger is subject to certain closing conditions, including Planetwide Games
having a minimum of $5 million in cash and cash equivalents at closing.
The
parties intend to consummate the merger on or before April 15,
2006.
The
foregoing description is qualified in its entirety by reference to the full
text
of the Merger Agreement which is filed herewith as Exhibit
2.1
and
incorporated herein by reference in its entirety.
Item
9.01 Financial
Statements and Exhibits
| Exhibit No. |
Description |
| |
|
| 2. 1 |
Agreement and Plan of Merger and
Reorganization by and among SP Holding Corporation, PWG Acquisition
Corporation and Planetwide Games, Inc. |
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.
| |
|
|
| |
SP
HOLDING
CORPORATION |
|
|
|
| Date: February
16, 2006 |
By: |
/s/ Mark
Schaftlein |
| |
Name:
Mark Schaftlein |
| |
Title:
Chief Financial Officer |
Exhibit
Index
| Exhibit No. |
Description |
| |
|
| 2. 1 |
Agreement and Plan of Merger and
Reorganization by and among SP Holding Corporation, PWG Acquisition
Corporation and Planetwide Games, Inc. |