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 25, 2006
THE SINGING MACHINE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24968 95-3795478
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (954) 596-1000
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously reported in our Current Report on Form 8-K which we filed with the
SEC on February 27, 2006, on February 21, 2006 we entered into a Securities
Purchase Agreement with koncepts International Limited (the "Purchaser")
pursuant to which we agreed to sell and issue 12,875,536 shares (the "Common
Shares") of common stock, $.01 par value per share, and 3 common stock purchase
warrants to purchase an aggregate of 5,000,000 shares of our common stock for an
aggregate purchase price of $3,000,000, or a per share purchase price of $.233.
The closing of the offering was subject to our successful restructuring of our
$4,000,000 principal amount subordinated debenture which came due on February
20, 2006, as well as the approval of the American Stock Exchange and the
shareholders of Starlight International Holdings Ltd., parent company of the
Purchaser, as per the requirements of Hong Kong Stock Exchange. On July 25,
2006, we received the approval of the American Stock Exchange, which was the
last closing condition to be met, and the private offering was completed on said
date.
As of July 28, 2006, we had 22,935,818 shares of our common stock issued and
outstanding, which includes 12,875,536 shares of common stock issued to koncepts
International Limited. The closing price of our common stock was $.47 per share.
Accordingly, as of July 28, 2006 we had a total market capitalization equal to
approximately $11 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Securities Purchase Agreement dated February 21, 2006, by and
between The Singing Machine Company, Inc. and koncepts
International Limited (Incorporated by reference to the
Current Report on Form 8-K filed on February 27, 2006).
10.2 Registration Rights Agreement dated February 21, 2006, by and
between The Singing Machine Company, Inc. and koncepts
International Limited (Incorporated by reference to the
Current Report on Form 8-K filed on February 27, 2006).
10.3 One Year Stock Purchase Warrant of The Singing Machine
Company, Inc. dated February 21, 2006 (Incorporated by
reference to the Current Report on Form 8-K filed on February
27, 2006).
10.4 Three Year Stock Purchase Warrant of The Singing Machine
Company, Inc. dated February 21, 2006 (Incorporated by
reference to the Current Report on Form 8-K filed on February
27, 2006).
10.5 Four Year Stock Purchase Warrant of The Singing Machine
Company, Inc. dated February 21, 2006 (Incorporated by
reference to the Current Report on Form 8-K filed on February
27, 2006).
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.
THE SINGING MACHINE, COMPANY, INC.
Date: July 31, 2006 /s/ Yi Ping Chan
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Yi Ping Chan
Interim CEO and Chief Operating Officer