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): October 13, 2009
Immediatek, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-26073
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86-0881193 |
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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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320 South Walton
Dallas, Texas
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75226 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 744-8801
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 3 — Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders
On October 13, 2009, Immediatek, Inc., a Nevada corporation (the “Company”) entered into an
Agreement to Amend and Restate Certificates of Designation (the “Agreement”) with Radical Holdings,
LP, a Texas limited partnership. As a result of this Agreement, the Company filed amended and
restated Certificates of Designation, Rights and Preferences for the Series A and Series B
Convertible Preferred Stock which removed a certain portion of the re-pricing mechanism of the
convertible feature of the Series A and Series B Preferred Stock. The result of this amendment is
that, generally, should the Company issue new equity securities in the future for additional
consideration, that issuance will not result in a change to the conversion price of the Series A or
Series B Preferred Stock. The Amended and Restated Certificate of Designation, Rights and
Preferences for the Series A Convertible Preferred Stock is filed as exhibit 4.1 to the Form 8-K.
The Amended and Restated Certificate of Designation, Rights and Preferences for the Series B
Convertible Preferred Stock is filed as exhibit 4.2 to the Form 8-K.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Financial statements of businesses acquired. |
Not applicable.
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(b) |
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Pro forma financial information. |
Not applicable.
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(c) |
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Shell company transactions. |
Not applicable.
The following exhibits are filed or furnished, depending on the relative item requiring such
exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to
this form.
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Description of Exhibit |
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4.1 |
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Amended and Restated Certificate of Designation, Rights and
Preferences for the Series A Convertible Preferred Stock. |
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4.2 |
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Amended and Restated Certificate of Designation, Rights and
Preferences for the Series B Convertible Preferred Stock. |
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