UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): September 15, 2008
ONSTREAM
MEDIA CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Florida
(State
of
Jurisdiction of Incorporation)
|
000-22849
|
65-0420146
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1291
SW 29 Avenue, Pompano Beach, Florida 33069
(Address
of Principal Executive Offices) (Zip Code)
(954)
917-6655
(Registrant's
telephone number, including area code)
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):
[X]
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X]
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))
Note
- This Current Report on Form 8-K/A is being filed solely for the purpose of
adding the exhibit referenced in Item 9.01 (d) below. The disclosure in item
1.01 below is unchanged from the Current Report on Form 8-K filed by us on
September 16, 2008.
Item
1.01
Entry
into a Material Definitive Agreement
As
previously disclosed on a Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 2, 2008, Onstream Media Corporation, a Florida
corporation (“
Onstream
”)
and
Onstream Merger Corp., a newly formed Delaware corporation and a wholly owned
subsidiary of Onstream (“
Merger
Sub
”)
entered into an Agreement and Plan of Merger (the “
Merger
Agreement
”)
with
Narrowstep Inc., a Delaware corporation (“
Narrowstep
”)
and W.
Austin Lewis IV, as stockholder representative (for the Narrowstep
stockholders), dated as of May 29, 2008. Pursuant to the Merger Agreement,
Onstream will acquire Narrowstep by means of a merger of Merger Sub with and
into Narrowstep (the
“Merger
”)
with
Narrowstep continuing as the surviving corporation and a wholly-owned subsidiary
of Onstream after the Merger (the “
Surviving
Corporation
”).
As
previously disclosed on a Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 15, 2008, Narrowstep, Onstream and Merger
Sub
entered into an amendment to the Merger Agreement (“
the
First Amendment
”)
on
August 13, 2008.
On
September 15, 2008, Narrowstep, Onstream and Merger Sub entered into a second
amendment to the Merger Agreement (“
the
Second Amendment
”),
dated
effective September 12, 2008. Pursuant to the Second Amendment, among other
things, the aggregate number of shares of Onstream common stock, par value
$0.0001 per share (“
Onstream
Common Stock
”),
initially issuable in the Merger in exchange for each outstanding share of
Narrowstep common stock, par value $0.000001 per share (“
Narrowstep
Common Stock
”),
other
than shares held by Onstream and shares held by a subsidiary of Narrowstep
(collectively, the “
Shares
to be Converted
”)
was
reduced from 9,100,000 to 8,100,000 shares. There was no change in the
additional number of shares of Onstream Common Stock (2,000,000) into which
the
shares of Narrowstep’s Series A Preferred Stock, par value $0.000001 per share
(the “
Series
A Preferred Stock
”)
will
convert at the time of the Merger.
In
accordance with the terms of the Second Amendment, the Contingent Value Rights
Agreement (the “
CVR
Agreement
”)
was
revised. Pursuant to those revisions, among other things, the revenue target
for
the first revenue measurement time period (the twelve months commencing on
the
180th day following the date of closing of the Merger) was reduced from
$4,250,000 to $4,000,000, if the Minimum Exchange Ratio (as defined in the
Merger Agreement) is used. The definition of Second Year Revenue Shares was
also
revised so that if the First Year Revenue is less than $4,000,000, additional
shares of Onstream Common Stock might be issuable in respect of Second Year
Revenue, but only to the extent that Second Year Revenue, which is for a six
month period commencing on the 18th month anniversary of the closing date,
exceeds $2,000,000 (50% of the $4,000,000 annual threshold).
In
accordance with the terms of the Second Amendment, and notwithstanding anything
to the contrary contained in the CVR Agreement, Onstream may require Narrowstep
to promptly
make
certain identified adjustments to its operations and the entity prior to the
Effective Time, based solely upon Onstream’s evaluation of certain items
identified in the Second Amendment. In the event that the certain identified
adjustments are made prior to the Effective Time as a result of Onstream’s
directives, the $4,000,000 thresholds discussed in the previous paragraph will
be replaced with $2,000,000, provided that Narrowstep takes all reasonable
actions within its power to carry out those directives. In addition, the waiting
period of three months after the Effective Date (in the CVR Agreement provision
that provides the amounts that the future projected revenues from the Narrowstep
business, as determined in good faith by Onstream’s Board of Directors, if not
exceeded would allow Onstream to terminate the Narrowstep business) was
eliminated, subject to Onstream’s evaluation of certain items identified in the
Second Amendment.
The
foregoing descriptions of the Second Amendment are summaries only, do not
purport to be complete and are qualified in their entirety by the full text
of
the agreement.
Important
Additional Information Will be Filed with the SEC
Onstream
intends to file with the SEC a Registration Statement on Form S-4, which will
include a joint proxy statement/prospectus of Onstream and Narrowstep and other
relevant materials in connection with the proposed transaction. The joint proxy
statement/prospectus will be mailed to the stockholders of Onstream and
Narrowstep. Investors and security holders of Onstream and Narrowstep are urged
to read the joint proxy statement/prospectus and the other relevant materials
when they become available because they will contain important information
about
Onstream, Narrowstep and the proposed transaction. The joint proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by Onstream or Narrowstep with the SEC, may be
obtained free of charge at the SEC’s web site at www.sec.gov. Investors and
security holders may obtain free copies of the documents filed with the SEC
by
Narrowstep at narrowstep.com or by contacting Narrowstep Investor Relations
via
telephone at (609) 945-1772. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Onstream at
www.onstreammedia.com or by contacting Onstream’s Investor Relations via
telephone at 646-536-7331. Investors and security holders are urged to read
the
joint proxy statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect
to
the proposed transaction.
Narrowstep
and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Narrowstep
and Onstream in favor of the proposed transaction. Information about the
directors and executive officers of Narrowstep and their respective interests
in
the proposed transaction will be available in the joint proxy
statement/prospectus.
Onstream
and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Onstream
and Narrowstep in favor of the proposed transaction. Information about the
directors and executive officers of Onstream and their respective interests
in
the proposed transaction will be available in the joint proxy
statement/prospectus.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
filing contains forward-looking statements as defined by the federal securities
laws which are based on our current expectations and assumptions, which are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated, projected or implied, including,
among other things, risks relating to the expected timing of the completion
and
financial benefits of the Merger. We undertake no obligation to publicly update
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
2.1
|
Second
Amendment to the Agreement and Plan of Merger, among Onstream Media
Corporation, Onstream Merger Corp. and Narrowstep Inc., dated as
of
September 12, 2008
|
__________________________
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.
|
|
ONSTREAM
MEDIA CORPORATION
|
|
|
|
|
|
By:
/s/ Robert E. Tomlinson
|
|
September
19, 2008
|
Robert
E. Tomlinson, CFO
|
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