UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 24, 2005
No Borders, Inc.
----------------
(Exact name of registrant as specified in its charter)
Nevada 000-27323 88-0429812
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Market Street, Venice, California 90291
-------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310) 450-3257
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 (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 24, 2005, we entered into a Stored Value Program Marketing
Agreement ("Agreement") with Central National Bank and Trust Co. of Enid, a
national banking association ("CNB") headquartered in Oklahoma. The Agreement
has a term of five years and will automatically renew thereafter for additional
one-year terms unless terminated by either party upon 30 days written notice
prior to the expiration of the initial five-year term, or any one-year renewal
term.
Pursuant to the Agreement, CNB will issue stored value cards that we
will market and distribute to our customers. Cardholders will be able to use the
stored value cards (i) in personal identification number ("PIN")-based point of
sale ("POS") transactions at merchants who participate in the Plus, STAR, and
Pulse financial networks, (ii) to initiate transactions at automated teller
machines that accept the cards and (iii) in the case of the a planned VISA card
program, to use Visa branded cards in signature-based and/or PIN-based POS
transactions. POS transactions include (a) a PIN-based or signature-based
purchase of merchandise or payment for services which results in a reduction of
value on a cardholder's card, (b) a PIN-based load or reload of value on a card,
or (c) a transfer of value from a merchant or other third party to a cardholder
for merchandise returns, reimbursement or corrections for a previous purchase.
CNB is a member of each of the financial networks and of VISA U.S.A. and has
agreed to serve as the issuer of the cards.
Pursuant to the Agreement, we are obligated to pay to CNB per
transaction fees based on the various transactions conducted by our customers
using the stored value cards, and for various other services to be provided by
CNB to customers on a per transaction basis; provided, however, that the minimum
monthly fee is $5,000. In the event that we terminate the Agreement early, we
must pay to CNB an early termination fee equal to six times the highest average
monthly amount of fees and charges we incurred in any three (3) month period.
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 31, 2005 By: /s/ ROBERT M. ROSENFELD
---------------------------------
Robert M. Rosenfeld
Chief Executive Officer