Playbox (US) Inc. - Current report filing (8-K)
December 20 2007 - 5:21PM
Edgar (US Regulatory)
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
December 14, 2007
Date of Report (Date
of earliest event reported)
PLAYBOX (US) INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52753
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n/a
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification
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incorporation)
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Number)
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No.)
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Suite 3.19, 130 Shaftesbury Avenue
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London, England
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W1D 5EU
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(Address of principal executive offices)
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(Zip Code)
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+44(0) 20 7031 1187
Registrant's
telephone number, including area code
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the
registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425
under the 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 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01
Entry Into a Material Definitive Agreement
On December 14, 2007, Playbox (US) Inc. (We or the Company)
entered into an executive employment agreement (the Executive Employment
Agreement) with Mr. Henry (Harry) C. Maloney with respect to the appointment of
Mr. Maloney as an executive officer of the Company. The following summary of the
Executive Employment Agreement does not purport to be complete and is qualified
in its entirety by reference to the Executive Employment Agreement, a copy of
which is attached as
Exhibit 10.1
to this Current Report on Form 8-K..
Pursuant to the terms of the Executive Employment Agreement,
Mr. Maloney will serve as our Director of Business Strategy. Mr. Maloney will
perform such duties and responsibilities as set out in the Executive Employment
Agreement and as our board of directors may from time to time reasonably
determine and assign as is customarily performed by persons in an executive
position. Mr. Maloney will report directly to our board of directors. A more
detailed description of Mr. Maloneys duties and responsibilities is attached as
Schedule A to the Executive Employment Agreement. Mr. Maloney will report
directly to our board of directors. Mr. Maloney has agreed to devote his best
efforts, skills, judgement and abilities to the performance of his duties and
responsibilities, on a full-time basis to the business of the Company. Mr.
Maloney will be based in our principal office in London, England.
Pursuant to the terms of the Executive Employment Agreement,
Mr. Maloney has also entered into a Confidentiality Agreement with the Company,
a form of which is attached as Schedule B to the Executive Employment
Agreement.
In consideration for Mr. Maloneys services, we have agreed to:
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pay Mr. Maloney an annual salary in the amount of 50,000 GBP (the Annual
Salary), payable in equal monthly instalments, on the 28
th
day of
each month, subject to the usual statutory source deductions, including income
tax and other deductions required by the applicable government legislation.
Provided that the Executive Employment Agreement is still in effect at the end
of the first year of employment, the Annual Salary shall be increased to
60,000 GBP in the second year of Mr. Maloneys employment.
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within 120 days of the end of each fiscal year, pay Mr. Maloney an annual
performance bonus (the Bonus) based on 100% of the Annual Salary, subject to
the Company achieving its proposed budget for the relevant fiscal year, which
Bonus will be calculated on a pro rata basis should the Executive Employment
Agreement be terminated prior to the end of the said fiscal year.
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issue to Mr. Maloney stock options of up to 5% of the number of shares of
common stock of the Company outstanding as at the date of grant, at an
exercise price of US$0.25 per share, in accordance with the terms and
conditions of the Stock Option Plan and Option Certificate attached as
Schedule D to the Executive Employment Agreement.
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provide Mr. Maloney a vehicle or cash payment equivalent to 750 GBP per
month plus all costs associated with running a vehicle.
-
provide Mr. Maloney private health insurance cover and life insurance
coverage up to a sum of £500,000.
In addition, we have agreed to reimburse Mr. Maloney for all
expenses incurred by Mr. Maloney relating to the performance of his duties and
responsibilities to the Company substantiated by written expense accounts of not
more than £5,000 per written expense receipt and not more than £10,000 in
aggregate monthly expenses.
The term of Mr. Maloneys employment shall commence from14th
December 2007 (the Commencement Date) and will continue in perpetuity
thereafter, subject to the terms of the Executive Employment Agreement. The
termination of the Executive Employment Agreement by both parties with or
without cause is as set out in Section 5 of the Executive Employment Agreement,
which includes, without limitation, the Companys ability to terminate for just
cause, as defined in the Executive Employment Agreement. We will be entitled to
terminate the Executive Employment Agreement without cause upon delivery of two
months advance notice of termination. If we terminate the Executive Employment
Agreement without just cause or if Mr. Maloney terminates the Executive
Employment Agreement for good reason, as defined in the Executive Employment
Agreement, we will be obligated to pay to Mr. Maloney an amount of 20,000GBP, in
addition to unpaid or accrued salary and bonus payments to the date of
termination. Additional provisions relating to the termination of the Executive
Employment Agreement are as set out in Schedule C of the Executive Employment
Agreement.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Compensatory
Arrangements of Certain Officers
We have entered into an executive employment agreement with Mr.
Henry (Harry) C. Maloney, as described above in Item 1.01 of this Current Report
on Form 8-K, whereby Mr. Maloney will serve as an executive officer of the
Company with the title Director of Business Strategy. In addition, Mr. Maloney
has been appointed as one of our directors effective December 14, 2007.
The appointment of Mr. Maloney as a director and as an
executive officer of the Company was approved by written consent resolutions of
the board of directors of the Company on December 14, 2007. Following the
appointment of Mr. Maloney, the Companys current directors and officers are as
follows:
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Name of
Director
:
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Office
:
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1.
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Robert Burden
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President, Chief Executive Officer, Chief
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Financial Officer, Treasurer and Secretary
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2.
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Henry (Harry) C. Maloney
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Director of Business Strategy
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Mr Maloney has worked in the UK music industry during the past
30 years, and during most of this time in executive positions. As Cchairman of a
multi-national music company, Apex Entertainment Group, during the period from
1997 to 2003 he made a number of acquisitions in the entertainment industry.
From 1993 to 1997, Mr Maloney was commercial director for BMG Record, where he
delivered five new business areas to the company and delivered 40% of the
companys profits, including catalogue exploitations of acts such as Annie
Lennox, Take That and Elvis Presley. BMGs Commercial Division grew under Mr.
Maloneys guidance to a turnover approaching US $28m. Recently, Mr. Maloney was
the interim director of independent services at BPI (the British Record
Industrys Trade Association) from 2003 to 2006. Mr. Maloney was appointed as a
director of BPI in July 2006 and continues to act as a director of BPI. In
addition, Mr. Maloney has acted as an independent business advisor to a number
of businesses in the United Kingdom entertainment industry from 2003 to present
alongside his positions with BPI.
SECTION 8 OTHER EVENTS
Item
8.01 Other Events
The Company has entered into a letter of intent (the Letter of
Intent) dated December 14, 2007 for the proposed acquisition of 100% of the
issued capital of U.K based Delta Leisure Group Plc ("Delta") an established
distributor of an extensive catalogue of major music CD's, DVD's and video's
throughout the UK and Europe. This Letter of Intent is between the Company and
the shareholders of Delta and summarizes the basis on which the parties are
prepared to negotiate with a view to entering into a binding definitive
agreement for the completion of the acquisition (the Definitive Agreement).
Neither party will be bound to complete the acquisition until such time as the
Definitive Agreement has been negotiated and executed among the parties. The
Letter of Intent does not create any binding contracts, agreements or
obligations other than expressly provided therein.
Pursuant to the terms of the Letter of Intent, it is
contemplated that PlayBOX will acquire 100% of the issued capital of Delta for a
combination of cash and stock. The completion of the transaction is subject to,
inter alia, completion of satisfactory due diligence by Playbox; the execution
of a formal share purchase agreement; the receipt of all necessary approvals;
and the completion by Playbox of a minimum of $7m of debt or equity financing,
which funds will be used to pay the cash component of the acquisition and
provide working capital to allow Playbox to execute on its business plan.
Delta, whose registered office is in Orpington, UK, holds 75%
of the shares in Delta Music Limited. Delta Music Limited, has two subsidiaries:
Delta Home Entertainment Ltd., and Delta Music Merchandising Ltd. Since its
inception in 1993, the Delta group of companies (the "Group") has become one of
the most recognized manufacturers and distributors of entertainment products in
the UK with client distribution outlets including Universal, Asda, Tesco, Aldi,
Sit-Up TV, TK Maxx, Toys-R-Us and Sainsbury's. In addition, Delta Music Limited
was an early mover in the growing on-line digital download industry.
There is no assurance that any definitive acquisition agreement
will be entered into. Further, there is no assurance that Playbox will be able
to raise the financing necessary to enable it to complete the acquisition, even
if a definitive acquisition agreement is entered into.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements
and Exhibits
(a) Financial
Statements of Business Acquired.
Not applicable.
(b) Pro
forma Financial Information
.
Not applicable.
(c) Shell
Company Transaction.
Not applicable.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the 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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PLAYBOX (US) INC.
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Date: December 20, 2007
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By:
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/s/
Harry C. Maloney
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Harry C. Maloney
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Director
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