Item 8.01 - Other Events.
Orders Entered By the Court In IFLC's Bankruptcy Proceeding
As previously disclosed, on September 15, 2008, IFL Corp. ("IFLC"), a
wholly-owned subsidiary of International Fight League, Inc. (the "Company"),
filed a voluntary petition for reorganization relief under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York (the "Court"). IFLC's bankruptcy case is docketed
as In re IFL Corp., Case No. 08-13589 (MG).
On September 19, 2008, IFLC filed with the Court a motion for orders
(a) authorizing IFLC to sell all or substantially all of its assets to HDNet LLC
("HDNet"), subject to higher and better offers, (b) approving bid procedures,
(c) scheduling an auction and sale hearing and (d) granting related relief (the
"Sale Motion"). In connection with the Sale Motion, on September 19, 2008, IFLC
and HDNet entered into an asset purchase agreement (the "Asset Purchase
Agreement"), which contemplates the sale of substantially all of IFLC's assets
(the "Purchased Asset") to HDNet for total consideration of $650,000 in cash and
the assumption by HDNet of certain liabilities of IFLC. The Asset Purchase
Agreement is subject to higher and better offers as set forth in the Sale
Motion. The Court approved the Sale Motion on October 10, 2008.
On October 28, 2008, the Court held a hearing on the auction and sale of the
Purchased Assets as contemplated by the Sale Motion and entered an order ("Sale
Order") authorizing IFLC to sell the Purchased Assets to HDNet for total
consideration of $650,000 in cash and the assumption by HDNet of certain
liabilities of IFLC, as set forth in the Asset Purchase Agreement.
The description of the Sale Order set forth in this report is not a complete
description and is qualified in its entirety by reference to the full text of
the Sale Order, a copy of which is attached hereto as Exhibit 99.1. A copy of
the Asset Purchase Agreement is included as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company on September 24, 2008.
Where to Obtain Additional Information About IFLC's Bankruptcy Proceeding
Additional information about IFLC's bankruptcy filing, including access to
Court documents and other general information about the chapter 11 cases, is
available online at www.nysb.uscourts.gov to users of the Court's case filing
system (the User's Manual for the Electronic Case Filing System can be found at
http://www.nysb.uscourts.gov, the official website for the Court), and to all
other persons from the Clerk of the Court during normal business hours. The
Court is located at One Bowling Green, New York, New York 10004. Materials filed
with the Court are not prepared for the purpose of providing a basis for an
investment decision relating to Company's securities or for comparison with
other financial information filed with the U.S. Securities and Exchange
Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Order entered by the Court on October 28, 2008.
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