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): July 1, 2008
LEGEND
MEDIA, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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333-138479
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87-0602435
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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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9663
Santa Monica Blvd. #952
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Beverly
Hills, CA
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90210
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
933-6050
(Registrant's
telephone number, including area code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.02 Unregistered
Sales of Equity Securities.
On
July
1, 2008, Legend Media, Inc. (the "Company") completed the sale of 1,250,000
shares of the Company's Series A Convertible Preferred Stock, par value $0.001
per share (the "Preferred Stock"), and warrants (the "Warrants") to purchase
600,000 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), to Maoming China Fund ("Maoming") for gross proceeds to the
Company of $3,000,000 in cash. The sale of the Preferred Stock and Warrants
(the
"Offering") occurred pursuant to the terms of a Securities Purchase Agreement
(the "Purchase Agreement") dated March 31, 2008, between the Company and
Maoming, as previously disclosed in the Company's Current Report on Form 8-K
filed with the Securities Exchange Commission (the "SEC") on April 4, 2008.
The
Offering closed in connection with the Company’s previously announced
acquisition of its first media advertising business operating
in the People's Republic of China,
Music
Radio Limited. In addition, pursuant to the terms of the Purchase Agreement,
15
days
following the Company's second acquisition of a media advertising business
operating in the People's Republic of China, the Company will issue and sell
to
Maoming and Maoming will purchase from the Company an additional 833,333 shares
of Preferred Stock and 400,000 Warrants for gross proceeds to the Company of
$2,000,000.
The
Warrants are immediately exercisable at an exercise price of $2.50 per share
until June 30, 2011 (the "Expiration Date") and are exercisable on a cashless
basis at any time after July 1, 2009 and until the Expiration Date if the Common
Stock underlying the Warrants has not been registered with the SEC by such
date.
Pursuant
to the terms of the Certificate
of Designation of the Preferences, Rights, Limitations, Qualifications and
Restrictions of the Series A Convertible Preferred
Stock of the Company (the "Certificate of Designation") filed with the Nevada
Secretary of State in connection with the Purchase Agreement, the Preferred
Stock is initially convertible into Common Stock at the option of the holder
on
a one-for-one basis for no additional consideration. The Preferred Stock votes
as a single class with the Common Stock on each matter submitted to the
Company's stockholders based upon the whole number of shares of Common Stock
into which the Preferred Stock is convertible at such time. In any liquidation,
dissolution or winding up of the Company, the Preferred Stock shall be entitled
to be paid out of the assets of the Company available for distribution to the
Company's stockholders prior and in preference to the holders of any other
securities of the Company in an amount equal to $2.40 per share of Preferred
Stock. After payment has been made to the holders of the Preferred Stock of
the
full amount required to be paid, any remaining assets of the Company will be
distributed ratably to the holders of the Company's Common Stock. In addition,
the Certificate of Designation provides the holders of the Preferred Stock
with
anti-dilution protection in the event of future sales of equity securities
of
the Company at less than $2.40 per share (with limited exceptions). Finally,
the
Company may not create a new class or series of preferred stock having priority
over, or rights that are senior to, or pari passu with, the Preferred Stock
without prior approval from the holders of more than 50% of the outstanding
Preferred Stock.
The
Company issued the shares of Preferred Stock and the Warrants in reliance on
the
exemption from registration under Section 4(2) of the Securities Act of 1933,
as
amended (the "Securities Act"), and Regulation D promulgated thereunder, based
upon its compliance with such rules and regulations. In that respect, the
Company notes that: (a) Maoming represented to the Company that it is an
accredited investor within the meaning of Regulation D; (b) the Company did
not
conduct any general solicitation or general advertising in connection with
the
issuance; (c) Maoming agreed to hold the acquired securities for its own account
and not on behalf of others; (d) Maoming represented that it acquired the
securities and will acquire the underlying shares of Common Stock for investment
purposes only and not with a view to sell them; and (e) the certificates for
the
issued securities and the certificates for the underlying shares of Common
Stock
will contain a restrictive legend in accordance with the rules and regulations
of the Securities Act.
The
foregoing descriptions of the Purchase Agreement, the Warrants and the
Certificate of Designation are qualified in their entirety by reference to
the
complete documents, copies of which are filed as exhibits hereto and
incorporated herein by reference.
Item
3.03 Material
Modification to Rights of Security Holders.
The
disclosure set forth under Item 3.02 of this Current Report on Form 8-K with
regard to the Certificate of Designation is incorporated herein by reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
disclosure set forth under Item 3.02 of this Current Report on Form 8-K with
regard to the Certificate of Designation is incorporated herein by reference.
Item
8.01 Other
Events.
On
July
7, 2008, the Company issued a press release announcing the closing of the
Offering. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The
information contained in this item 8.01 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act,
except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
#
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Description
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3.1
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Certificate
of Designation of the Preferences, Rights, Limitations, Qualifications
and
Restrictions of the Series A Convertible Preferred Stock of Legend
Media,
Inc.
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4.1*
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Form
of Common Stock Purchase Warrant of Legend Media, Inc.
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10.1*
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Securities
Purchase Agreement, dated as of March 31, 2008, among Legend Media,
Inc.
and Maoming China Fund
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99.1
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Press
release dated July 7, 2008
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*
Incorporated herein by reference to the Company's Current Report on Form 8-K
filed with the SEC on April 4, 2008.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LEGEND
MEDIA, INC.
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Date:
July 7, 2008
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By:
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/s/
Jeffrey Dash
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Jeffrey
Dash
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Chief
Executive Officer
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