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ACLZ > SEC Filings for ACLZ > Form 8-K on 10-Dec-2013All Recent SEC Filings

Show all filings for ACCELERIZE NEW MEDIA INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ACCELERIZE NEW MEDIA INC


10-Dec-2013

Entry into a Material Definitive Agreement, Termination of a Material De


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 10, 2013, Accelerize New Media, Inc., or the Company, entered into Amendment Number Two to Asset Purchase Agreement, or the Second Amendment, with Emerging Growth LLC, a Delaware limited liability company, or the Buyer, which Second Amendment modified certain terms of the Asset Purchase Agreement, or the Agreement, dated as of September 27, 2012, between the Company and the Buyer. The Agreement was previously amended by Amendment Number One to the Agreement, or the First Amendment, on June 10, 2013. The Agreement was described in the Company's Current Report on Form 8-K dated September 27, 2012 and the First Amendment was described in the Company's Current Report on Form 8-K dated June 10, 2013.

Pursuant to the Agreement, the Buyer purchased the assets comprising the Company's online marketing services business, or the Assets. Pursuant to the First Amendment, the Buyer delivered an Amended and Restated Services Note, or the Amended and Restated Services Note, with an initial principal balance of $451,126.60 to the Company. The Amended and Restated Services Note provided that the Buyer may render services to the Company of a nature and at a cost to be agreed with the Company, and the aggregate amount of such services would reduce the principal balance of the Amended and Restated Services Note. The Company has determined that it no longer desires such services after December 31, 2013. Pursuant to the Second Amendment, the Buyer paid $57,175.73 to the Company on December 10, 2013, which amount includes all unpaid interest on the Amended and Restated Services Note through the date of payment, following which the Amended and Restated Services Note and its remaining balance of $254,277.08 was cancelled and the Company released its security interest in the Assets. To the Company's knowledge, certain of the members of the Buyer are shareholders of the Company, though these members do not currently own in the aggregate more than five percent of the membership interests in the Buyer or of the shares of the Company. The terms of the Second Amendment were negotiated at arms' length between the Company and the Buyer.

The descriptions of the Second Amendment, First Amendment and the Amended and Restated Services Note, and the Agreement are not complete and are subject to and qualified in their entirety by reference to the Second Amendment, First Amendment and the Amended and Restated Services Note, and the Agreement, respectively, copies of which are filed as exhibits to the Company's Current Reports on Form 8-K filed today, on June 10, 2013, and on September 27, 2012, respectively, and are incorporated herein by reference.



ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

In connection with the Second Amendment, the Amended and Restated Services Note was cancelled on December 10, 2013. The information disclosed in Item 1.01 with respect to the cancellation of the Amended and Restated Services Note is incorporated into this Item 1.02 in its entirety.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Amendment Number Two to Asset Purchase Agreement, dated December 10, 2013, between Accelerize New Media, Inc. and Emerging Growth LLC.


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