form8k.htm
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
Date of
report (date of earliest event reported): January 6,
2010
aVINCI MEDIA
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-17288
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75-2193593
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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11781
South Lone Peak Parkway, Suite 270
_____________Draper, UT
84020____________
(Address
of principal executive offices) (Zip Code)
801-
495-5700
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, 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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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.
Pursuant
to a Purchase Agreement, dated January 4, 2010, aVinci Media Corporation (the
“Company”) issued two Secured Promissory Notes (the “Note”) to two investors:
John E. Tyson (“Tyson”) in the amount of $100,000, and Amerivon Investments LLC
(“Amerivon”) in the amount of $250,000, both affiliates of the Company
(collectively, the “Financing”). The Notes accrue interest at 8% and
have a maturity date of December 31, 2011.
At the
option of the investors, each may convert all or any portion of his/its
outstanding principal balance and/or accrued but unpaid interest on the Note (in
any amount) at any time into that number of the Company’s Series A convertible
preferred stock or the most senior class of convertible preferred shares
outstanding at the time of the conversion (the “Preferred Stock”), that at such
time would be convertible into the number of shares of Common Stock equal to the
quotient of the amount of principal and/or accrued interest on the Note being
converted divided by $0.06 (“Conversion Price”).
As part
of the Financing, the Company also issued warrants (the “Warrants”) to purchase
2,916,550 shares of the Company’s Common Stock; 833,300 shares to Tyson and
2,083,250 shares to Amerivon at an exercise price of $0.75 per share with an
expiration date of January 5, 2015.
The
Notes, the Warrants and the underlying shares (“Warrant Shares”), and the Shares
will be non-transferable in the absence of an effective registration statement
under the Securities Act, or an available exemption, and all securities will be
imprinted with a restrictive legend. The Purchasers have demand
registration rights and piggyback registration rights.
The
Purchase Agreement contains customary affirmative and negative covenants and
events of default. Borrowings under the Notes are secured by all of
the Company's assets. Proceeds from the Notes will be used for
working capital purposes.
The
description of each of the Purchase Agreement, the Notes and the Warrant set
forth herein does not purport to be complete and is qualified in its entirety by
reference to the full text thereof, a copy of which is attached to this Current
Report on Form 8-K.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 2.03.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 3.02. The
Purchasers are accredited investors as such term is defined in Rule 501 of
the Securities Act of 1933, as amended (“Securities Act”). The
securities were issued in a private placement under
Section 4(2) and/or Rule 506 of Regulation D under the Securities
Act. The offering was not conducted in connection with a public
offering, and no public solicitation or advertisement was made or relied upon by
the investor in connection with the offering.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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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aVINCI
MEDIA CORPORATION:
(Registrant)
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By:
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/s/ Chett
B. Paulsen |
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CHETT
B. PAULSEN |
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Chief
Executive Officer/President
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