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: May 14, 2015

Viggle Inc.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
0-13803
33-0637631
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

902 Broadway, 11th Floor
New York, New York
(Address of principal executive offices)
  
 
10010
(Zip Code)
 
(212)  231-0092
(Registrant’s Telephone Number, including Area Code)
 

 (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):
 
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)).
 
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On May 14, 2015, Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of Viggle Inc. (the “Company”) made an unsecured demand loan (the “New Loan”) to the Company totaling $325,000, bearing interest at the rate of 12% per annum.  The total principal amount of all such demand loans to Mr. Sillerman is now $6,575,000.

The foregoing description of the New Loan is not complete and is qualified in its entirety by reference to the full text of the form of Demand Promissory Note which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The Company intends to use the proceeds from the New Loan to fund working capital requirements and for general corporate purposes.  Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company’s independent directors approved the transaction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this item is incorporated by reference from Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.                      Description
10.1                      Form of Promissory Note

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  VIGGLE INC.  
       
DATE: May 15, 2015
By:
/s/ Mitchell J. Nelson  
  Name:   Mitchell J. Nelson  
  Title:    Executive Vice President and Secretary  
       
 

 
 
 
 
INDEX TO EXHIBITS
 

Exhibit No.
Description
Form of Promissory Note
 
 
 
 


Exhibit 10.1
 
DEMAND PROMISSORY NOTE
 
$325,000.00 May 14, 2015
  New York, New York
 
 

FOR VALUE RECEIVED, the undersigned, Viggle Inc. (the “Borrower”), with an address at 902 Broadway, 11th Floor, New York, NY 10010, hereby promises to pay to the order of Sillerman Investment Company III LLC (the “Lender”), with an address at c/o SFX Entertainment, Inc., 902 Broadway, 11h Floor, New York, NY 10010, the principal sum of Three Hundred Twenty-Five Thousand Dollars ($325,000.00), together with interest thereon from the date hereof at an annual rate equal to 12.00% per annum.  Principal and interest due under this Note shall be due and payable upon demand.
 
Interest hereunder shall be computed on the basis of a 360-day year consisting of twelve 30-day months and shall accrue so long as any sum remains outstanding under this Note.  Anything in this Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made by the Borrower to the extent that the receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender.  Any such payments of interest which are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender.
 
Payments of principal and interest made more than (10) days after they are due, shall bear interest at the lesser of (i) 5% per annum or (ii) the highest rate permitted by applicable law.  Payment of the principal and interest due under this Note shall be made at such place as the Lender shall designate to the Borrower and in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of all public and private debts.
 
The principal amount of this Note may be prepaid at any time and from time to time, in whole or in part, without premium or penalty.
 
The Borrower hereby waives presentment, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note.  The Borrower shall pay all fees, expenses and disbursements of the Lender’s counsel in connection with the enforcement of this Note and the collection of all sums due hereunder.
 
This Note shall be binding upon the Borrower, its successors and assigns and shall inure to the benefit of the heirs, successors and assigns of the Lender.
 
This Note and the rights and obligations of the Borrower hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
 
IN WITNESS WHEREOF, the Borrower has executed this Note as of the day and year first written above.
    VIGGLE INC.  
       
 
By:   
   
  Name:      
 
Title: