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| WEBM > SEC Filings for WEBM > Form 8-K on 4-Jun-2009 | All Recent SEC Filings |
4-Jun-2009
Entry into a Material Definitive Agreement, Termination of a Material Defini
On May 29, 2009, WebMediaBrands Inc. (f/k/a Jupitermedia Corporation) (the "Company") paid off and terminated its Swap Agreement (as defined below) using the proceeds of a loan to the Company from Alan M. Meckler, the Company's chairman of the board of directors and chief executive officer ("Mr. Meckler"). The Company obtained the loan and paid off and terminated the Swap Agreement in order to restructure and eliminate the Company's ongoing obligations under the Swap Agreement and preserve working capital. In connection with these transactions, the Company entered into various security agreements to secure the loan from Mr. Meckler and terminated various agreements securing the Swap Agreement, as described in more detail below.
On May 29, 2009, the Company (1) entered into a promissory note jointly and severally payable by the Company and Mediabistro.com Inc., the Company's wholly owned subsidiary ("Mediabistro"), to Mr. Meckler (the "Note"), (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the "Security Agreement") pursuant to which the Company granted to Mr. Meckler a security interest in the Company's assets, (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the "IP Security Agreement") pursuant to which the Company granted to Mr. Meckler a security interest in the Company's intellectual property, (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the "Pledge Agreement") pursuant to which the Company granted to Mr. Meckler a security interest in and an assignment of all of the shares of stock or other equity interest of Mediabistro owned by the Company, and (5) agreed to enter into a Blocked Account Control Agreement by and among the Company, Mr. Meckler and a depositary bank, to further secure the Note (the "Control Agreement," and together with the Note, the Security Agreement, the IP Security Agreement and the Pledge Agreement, the "Company Loan Documents").
Simultaneously, Mediabistro (1) entered into a Security Agreement by and between Mediabistro and Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro's assets (the "Mediabistro Security Agreement"), (2) entered into an Intellectual Property Security Agreement by and between Mediabistro and Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro's intellectual property (the "Mediabistro IP Security Agreement"), and (3) agreed to enter into a Blocked Account Control Agreement by and among Mediabistro, Mr. Meckler and a depositary bank, to further secure the Note (the "Mediabistro Control Agreement" and, together with the Mediabistro Security Agreement and the Mediabistro IP Security Agreement, the "Mediabistro Documents").
In the Note, Mr. Meckler loaned the Company $7,197,143.21 (the "Meckler Loan"), which the Company used to pay off the Swap Agreement and for related transaction expenses. To fund the Meckler Loan, Mr. Meckler used a portion of the proceeds of a residential mortgage loan that Bank of America, N.A. ("BOA") granted to Mr. Meckler and Ellen L. Meckler ("Mrs. Meckler") (the "BOA Loan"). Pursuant to a Collateral Assignment of Note dated May 29, 2009, by Mr. Meckler to BOA, Mr. Meckler collaterally assigned the Note to BOA as additional collateral for the BOA Loan. Payment terms of the Meckler Loan reflect pass through of the BOA Loan payment terms (excluding those funds borrowed pursuant to the BOA Loan for Mr. Meckler's personal use). As a result, the interest rate, amortization schedule and maturity date of each loan are identical.
The Company Loan Documents and Mediabistro Documents contain customary terms for a loan transaction of this type. If an Event of Default (as defined in the Note) occurs and is continuing beyond a specified cure period, Mr. Meckler may declare the Meckler Loan immediately due and payable. The Meckler Loan also will become immediately due and payable upon certain events of bankruptcy or insolvency or in the event of a Change of Control (as defined in the Note) of Mediabistro or the Company. The Note must be repaid in full if Mr. Meckler is required to repay the BOA Loan whether due to an Event of Default of the Company or Mediabistro or otherwise.
The Company Loan Documents were approved by all of the independent members of the Company's Board of Directors, each of whom also has no direct or indirect interest in the Company Loan Documents or Mediabistro Documents (the "Disinterested Directors"), following Mr. Meckler's disclosure to such Disinterested Directors of the terms of the Company Loan Documents and Mediabistro Documents.
The description of the transactions described in this Item 1.01 does not purport to be complete and is qualified in its entirety by the terms of the Note, the Security Agreement, the IP Security Agreement, the Pledge Agreement, the Control Agreement, the Mediabistro Security Agreement, the Mediabistro IP Security Agreement, and the Mediabistro Control Agreement, which are attached hereto as Exhibits 10.1 through 10.8, respectively.
In connection with entering or agreeing to enter into the Company Loan Documents and Mediabistro Documents as described in Item 1.01, on May 29, 2009, the Company terminated the following agreements, each as defined and described in, and filed as exhibits to, the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2009 (the "February Current Report"):
• Swap Agreement,
• Swap Security Agreements, and
• Block Account Pledge and Control Agreement.
Furthermore, in connection with the termination of the Swap Agreement, Mr. Meckler's personal guaranty and Mrs. Meckler's grant of a security interest in certain assets, each as
The disclosure provided under Item 1.01 above is hereby incorporated by reference.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note, dated May 29, 2009, by WebMediaBrands Inc. and
Mediabistro.com Inc. to Alan M. Meckler.
10.2 Security Agreement, dated as of May 29, 2009, by and between
WebMediaBrands Inc. and Alan M. Meckler.
10.3 Intellectual Property Security Agreement, dated as of May 29,
2009, by and between WebMediaBrands Inc. and Alan M. Meckler.
10.4 Pledge Agreement, dated as of May 29, 2009, by WebMediaBrands Inc.
in favor of Alan M. Meckler.
10.5 Form of Blocked Account Control Agreement by and among the
WebMediaBrands Inc., Alan M. Meckler and a depositary bank,
10.6 Security Agreement, dated as of May 29, 2009, by and between
Mediabistro.com Inc. and Alan M. Meckler.
10.7 Intellectual Property Security Agreement, dated as of May 29,
2009, by and between Mediabistro.com Inc. and Alan M. Meckler.
10.8 Form of Blocked Account Control Agreement by and among
Mediabistro.com Inc., Alan M. Meckler and a depositary bank.
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