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) December 2, 2008
Lateral Media,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-136806
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98-0539032
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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2121
Avenue of the Stars, Suite 2550
Los
Angeles, CA 90067
(Address
of principal executive
offices
including zip code)
(310)
601-2500
(Registrant’s
telephone number,
including
area code)
Asianada, Inc.
(Former
name or former address, if changed since last report)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On
December 2, 2008, Lateral Media, Inc. (formerly known as Asianada, Inc., the
“Company”) entered into an asset purchase agreement (the “Purchase Agreement”)
with Grupo Grandioso, LLC (the “Seller”) and Jeffrey Schwartz, the managing
member of the Seller, pursuant to which the Company acquired a portfolio of a
variety of website domain names, including some relating to the auto
industry such as AutoSuperSaver.com and LuxuryCarSpot.com, from the
Seller (the “Assets”). In consideration for the Assets, the Company issued to
the Seller a warrant to purchase 1,800,000 shares of the Company’s common stock
at an exercise price of $1.25 per share (the “Warrant”), and an unsecured
contingent promissory note with an initial principal balance of $1,000,000 (the
“Note”).
The
Warrant has a term of five years. The shares of common stock underlying the
Warrant are subject to a two year lock-up period, commencing upon
issuance following exercise of the Warrant, during which time they
cannot be sold or otherwise transferred without the prior written consent
of the Company. The
Warrant also contains piggy-back registration rights such that in the event the
Company determines to register any shares of its common stock, other than on
Form S-8, the holder shall have the right to register, subject to certain
limitations, the resale of the shares of common stock underlying the Warrant
pursuant to such registration statement. The Note bears an interest
rate of six percent per annum. The payments on the Note, payable in 36 equal
monthly installments, are contingent upon there being sufficient cash flow of
the Company during each monthly period, as determined in accordance with the
Note. The foregoing descriptions do not purport to be complete and are qualified
in their entirety by reference to the Purchase Agreement, the Warrant and the
Note, copies of each of which are attached hereto as Exhibits 10.1, 4.1 and 10.2
respectively, and incorporated by reference herein.
On
December 2, 2008, the Company entered into an employment agreement with Jeffrey
Schwartz (the “Employment Agreement”), pursuant to which Mr. Schwartz became
Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of
the Company. Mr. Schwartz’s employment will be for a term of three years at a
base salary of $250,000 per year. The foregoing description of the Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, a copy of which is attached hereto as
Exhibit 10.3, and incorporated by reference herein.
ITEM 2.03. CREATION OF A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF
A REGISTRANT.
The
information with respect to the Note contained in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference herein and made a part
hereof.
ITEM 3.02 UNREGISTERED SALES OF
EQUITY SECURITIES.
The
information with respect to the Warrant contained in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference herein and made a part hereof.
The Warrant was issued pursuant to the exemption from registration permitted
under Section 4(2) of the Securities Act of 1933, as
amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
December 2, 2008, Robert S. Ellin resigned as Chairman of the Board and Chief
Executive Officer of the Company, effective immediately, in order for the
Company to appoint Jeffrey Schwartz as Chairman and Chief Executive Officer, as
described below. Mr. Ellin will continue to serve as a director of the Company.
On
December 2, 2008, the Company increased the size of its Board to four members
and appointed Jeffrey Schwartz as Chairman of the Board and Chief Executive
Officer of the Company.
Mr.
Schwartz served as President and Chief Executive Officer of Autobytel, Inc. from
December 2001 to April 2005, and as its Vice Chairman from April 2005 to April
2006, where he created a leading online automotive marketing services company,
with a market capitalization exceeding $500 million, and having over 25,000
participating dealer franchises and operations in the U.S., Europe and Asia.
Prior to joining Autobytel, Mr. Schwartz was President and Chief Executive
Officer and a director of Autoweb.com, Inc. from November 2000 to August 2001.
He previously served as Autoweb’s Vice President, Strategic Development from
October 1999 to November 2000. From 1995 to October 1999, Mr. Schwartz held
various positions at The Walt Disney Company, including Corporate Vice President
with responsibilities in corporate alliance business development. In 2006,
Mr. Schwartz founded and was chairman of AutoCentro, an automotive retail
network focused on the Hispanic market, and most recently, from June 2007 to
present, Mr. Schwartz was founder and managing partner of Vertical Passion
Media, LLC, a creator of web publishing and advertising properties. Mr.
Schwartz received Bachelor of Arts, Master of Arts, and Ph.D. degrees in
Political Science from the University of Southern California. Mr. Schwartz
serves as a director of U.S. Auto Parts Network, Inc., a leading automotive
ecommerce company listed on Nasdaq, and New Motion, Inc., a leading online
marking services company also listed on Nasdaq.
There are
no arrangements or understandings between Mr. Schwartz and any other person
pursuant to which he was appointed as Chairman of the Board and Chief Executive
Officer of the Company. Mr. Schwartz has not previously held any positions in
the Company, and does not have family relations with any directors or executive
officers of the Company. The information with respect to the Employment
Agreement contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein and made a part hereof.
Mr.
Schwartz is the managing member of Grupo Grandioso. The information with respect
to the Company’s acquisition of the Assets contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference herein and made a part
hereof. Other than as set forth in Item 1.01, there are no transactions to which
the Company is a party and in which Mr. Schwartz has a material interest that
are required to be disclosed under Item 404(a), as modified by Item 404(d)(1) of
Regulation S-K.
On
December 2, 2008, the Company amended its 2007 Employee, Director and Consultant
Stock Plan (the “Plan”) to increase the number of shares of its common
stock that may be issued under the Plan to 4,000,000 shares. All other
terms of the Plan remain in full force and effect. A copy of the amendment to
the Plan is attached hereto as Exhibit 10.4 and incorporated herein by
reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF
INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
In
connection with changing its name from Asianada, Inc. to Lateral Media, Inc.,
the Company filed a certificate of ownership and merger, effective as of
December 4, 2008, with the Secretary of State of the State of Delaware, thereby
(i) effecting the merger into it of its wholly-owned subsidiary Lateral Media,
Inc., and (ii) changing its name from Asianada, Inc. to Lateral Media, Inc. The
certificate of ownership and merger served as an amendment to the Company’s
certificate of incorporation. The filing of the certificate of ownership and
merger was approved by the Board on December 4, 2008. In connection with its
name change, the Company has applied for a new trading symbol on the OTC
Bulletin Board. A copy of the certificate of ownership and merger is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 8.01 OTHER
EVENTS.
On
December 8, 2008, the Company issued a press release announcing its name change
and the appointment of Jeffrey Schwartz as Chairman of the Board and Chief
Executive Officer of the Company, a copy of which is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS,
PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit
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Description
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3.1
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Certificate
of Ownership and Merger, filed with the Secretary of State of the State of
Delaware on December 4, 2008.
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4.1
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Warrant,
issued to Grupo Grandioso, dated as of December 2,
2008.
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10.1
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Asset
Purchase Agreement, by and among Lateral Media, Inc. (f/k/a Asianada,
Inc.), Grupo Grandioso, LLC and Jeffrey Schwartz, dated as of December 2,
2008.
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10.2
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Promissory
Note, issued to Grupo Grandioso, LLC, dated as of December 2,
2008.
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10.3
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Employment
Agreement, by and between Lateral Media, Inc. and Jeffrey Schwartz, dated
as of December 2, 2008.
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10.4
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Amendment
to 2007 Employee, Director and Consultant Stock Plan.
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99.1
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Press
Release, dated December 8,
2008.
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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.
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LATERAL
MEDIA, INC.
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By:
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/s/
Charles Bentz
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Name:
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Charles
Bentz
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Chief
Financial Officer
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