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,
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November
22,
2006
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0-25053
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Date
of Report (Date of earliest event
reported)
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Commission
File
Number
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(Exact
name of registrant as specified in its charter)
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Delaware
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14-1782422
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification Number)
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110
East Broward Boulevard, Suite 1400
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Fort
Lauderdale, Florida 33301
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(Address
of Principal Executive Offices) (Zip Code)
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(954)
769-5900
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(Registrant’s
telephone number, including area
code)
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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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This
Report includes forward-looking statements related to theglobe.com, inc. that
involve risks and uncertainties, including statements as to theglobe.com’s
future business and other risks. These forward-looking statements are made
in
reliance on the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. For further information about these and other factors that
could affect theglobe.com’s future results and business plans, please see the
Company’s filings with the Securities and Exchange Commission, including in
particular our Annual Report of Form 10-K for the year ended December 31, 2005
and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
Copies of these filings are available online at http://www.sec.gov. Prospective
investors are cautioned that forward-looking statements are not guarantees
of
performance. Actual results may differ materially and adversely from management
expectations.
Section
1. Registrant’s
Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
On
November 22, 2006, theglobe.com (the “Company”) entered into a License Agreement
with Speecho, LLC, a Florida limited liability company. The agreement grants
to
Speecho a license to use the Company’s chat, VoIP and video communications
technology. The initial term of the license agreement is 10 years. Speecho
will
have the option to continue to license the technology thereafter (subject to
certain termination rights) if Speecho achieves an agreed upon minimum number
of
end-users of the technology prior to the expiration of the initial 10 year
term.
The agreement provides for the payment to the Company of a minimum license
fee
of $10,000 per month. The monthly license fee may increase based on increases
in
the number of Speecho end-users of the Company’s technology. Our Chairman and
Chief Executive Officer, Michael S. Egan, our President and director, Edward
A.
Cespedes, our Vice President of Finance and director of the Company, Robin
Segaul Lebowitz, as well as certain other employees of the Company, are members
of a company that will own fifty percent of the membership interests in Speecho.
The Company believes that the terms of the license agreement are at least as
favorable as those that it could obtain from other potential licensees.
On
November 22, 2006, the Company entered into a Marketing Services Agreement
with
each of Universal Media of Miami, Inc. and Trans Digital Media, LLC. Pursuant
to
the Marketing Services Agreements, each of Universal Media of Miami and Trans
Digital Media have agreed to market certain of the Company’s products in
exchange for certain commissions and promotional fees. Pursuant to the Marketing
Services Agreement with Universal Media of Miami, the Company was granted the
exclusive right to certain uses of the “Elite Traveler” name in connection with
certain of its websites. The initial term of each marketing agreement is 4
years, with annual renewals thereafter.
On
November 22, 2006, in connection with the Marketing Services Agreements,
theglobe.com entered into a Warrant Purchase Agreement with Carl Ruderman,
the
controlling shareholder of Universal Media of Miami and Trans Digital Media.
The
Warrant Purchase Agreement provides for the issuance to Mr. Ruderman of one
warrant to purchase 5,000,000 shares of the Company’s common stock at a strike
price of $0.15 per share and a second warrant to purchase 5,000,000 shares
of
the Company’s common stock at a price of $0.15 per share. Each of the warrants
is immediately exercisable. The only difference between the two warrants is
that
one has an exercise term of 3 years and the other has a term of 4 years. Each
warrant provides for the extension of the exercise term by an additional 3
years
if certain criteria are met under the Marketing Services Agreements. The Warrant
Purchase Agreement grants to Mr. Ruderman “piggyback” registration rights with
respect to the shares of the Company’s common stock issuable upon exercise of
the warrants.
In
connection with the issuance of the warrants, Mr. Ruderman entered into a
Stockholders’ Agreement with our chairman and chief executive officer, Michael
S. Egan, our president, Edward A. Cespedes, and certain of their affiliates.
Pursuant to the Stockholders’ Agreement, Mr. Ruderman granted an irrevocable
proxy over the shares issuable upon exercise of the warrants to E&C Capital
Partners, LLLP and granted a right of first refusal over his shares to all
of
the other parties to the Stockholders’ Agreement. Mr. Ruderman also agreed to
sell his shares under certain circumstances in which the other parties to the
Stockholders’ Agreement have agreed to sell their respective shares. Mr.
Ruderman was also granted the right to participate in certain sales of the
Company’s common stock by the other parties to the Stockholders’
Agreement.
Section
3. Securities
and Trading Market.
Item
3.02 Unregistered
Sales of Equity Securities.
As
described in Item 1.01 above, on November 22, 2006, in connection with the
Marketing Services Agreements, theglobe.com entered into a Warrant Purchase
Agreement with Carl Ruderman, the controlling shareholder of Universal Media
of
Miami and Trans Digital Media pursuant to which Mr. Ruderman was issued one
warrant to purchase 5,000,000 shares of the Company’s common stock at a strike
price of $0.15 per share and a second warrant to purchase 5,000,000 shares
of
the Company’s common stock at a price of $0.15 per share. Each of the warrants
is immediately exercisable. The only difference between the two warrants is
that
one has an exercise term of 3 years and the other has a term of 4 years. Each
warrant provides for the extension of the exercise term by an additional 3 years
if certain criteria are met under the Marketing Services Agreements. The Warrant
Purchase Agreement grants to Mr. Ruderman “piggyback” registration rights with
respect to the shares of the Company’s common stock issuable upon exercise of
the warrants. Mr. Ruderman is an “accredited investor” and the Company relied on
exemptions from registration provided by Section 4(2) of the Securities Act
of
1933, as amended and Regulation D promulgated under such Act in issuing the
Warrant.
SIGNATURES
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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| Dated:
November 28, 2006 |
theglobe.com, inc. |
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By: |
/s/ Edward
Cespedes |
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Edward
Cespedes, President |
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