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): June 5, 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: (949)
833-9001
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
1.02. Termination of a Material Definitive Agreement.
On
June
5, 2006, SP Holding Corporation (the "Company") and Planetwide Games, Inc.
("Planetwide Games") announced that they have mutually agreed to terminate
the
Agreement and Plan of Merger and Reorganization dated February 10, 2006 (the
"Merger Agreement"), pursuant to the determinations by their respective Boards
of Directors that such mutual termination would be in the best interest of
the
respective companies and their stockholders. Under the Merger Agreement, neither
the Company nor Planetwide Games will incur any liability to the other party
for
termination fee or such other party’s expenses in connection with the merger as
a result of the termination.
A
copy of
the press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
Exhibit
No. Description
99.1 Press
Release dated June 5, 2006.
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 thereunto
duly authorized.
Date: June
6,
2006
SP
HOLDING
CORPORATION
By: /s/
Mark
Schaftlein
Name:
Mark
Schaftlein
Title:
Chief
Financial Officer
Exhibit
Index
Exhibit
No. Description
99.1 Press
Release dated June 5, 2006.