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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2005
NO BORDERS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-27323 88-0429812
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Market Street, Venice, California 90291
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310) 450-3257
Not Applicable
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(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 (see General Instruction A.2 below):
|_| 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.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.
On October 19, 2005, we entered into an Amendment to Debenture (the
"Amendment") with each of BridgePointe Partners, LP and Miller Investments, LLC,
(collectively, the "Investors") that amended certain provisions of those certain
Convertible Debentures each in the original principal amount of $250,000 that we
delivered to the Investors pursuant to the terms of two Securities Purchase
Agreements with the Investors, each dated as of September 23, 2005.
Pursuant to the Amendments, each Investor was given an additional right
to cause us to redeem its Convertible Debenture in the event that, by January
31, 2006, we did not generate a minimum of $1,000,000 in fees and other revenues
pursuant to our recent Strategic Alliance and Stock Purchase Agreement with
InfoSpan, Inc. (the "Alliance Agreement"). In the event that we do not satisfy
the foregoing requirement, each Investor has the option to declare a default
under its respective Convertible Debenture and require us to redeem them for an
amount equal to the outstanding balance of the Convertible Debenture plus all
accrued interest and any default interest.
Upon receipt of notice from an Investor of its election to be redeemed
(which must be delivered by March 3, 2006), we will have until March 31, 2006 to
pay to the Investor the redemption amount. In the event that we fail to redeem
by March 31, 2006, we will be required to issue the Investor a warrant for a
number of shares equal to 10% of the total number of shares of common stock we
issued to InfoSpan under the Alliance Agreement (the "InfoSpan Shares"). The
exercise price of the warrant will be equal to the "market price" as of March
31, 2006 or the date of the warrant's issuance, which ever is lower, and it
shall be exercisable for a period of 10 years. For purposes of the foregoing,
"market price" shall mean the volume weighted average price of our common stock
for the 10 trading days immediately prior the date in question. Notwithstanding
the foregoing, we will not be required to redeem the Convertible Debentures in
the event that InfoSpan returns to us all of the InfoSpan Shares, or if InfoSpan
returns a pro-rata portion of the InfoSpan Shares determined by reference to the
actual amount of fees or revenue received under the Alliance Agreement as
compared to $1,000,000.
In the event that we do redeem a Convertible Debenture within the
required time period, the electing Investor will forfeit 50% of the warrants
issued to it under the Securities Purchase Agreement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Refer to Item 1.01 above for a description of the additional default
event under the Convertible Debenture.
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.
NO BORDERS, INC.
Date: October 25, 2005 By: /s/ ROBERT M. ROSENFELD
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Robert M. Rosenfeld
Chief Executive Officer