UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 4, 2007
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BROADCASTER, INC.
(Exact Name of Registrant as Specified in Its Charter)
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California | 0-15949 | 94-2862863 |
(State or other jurisdiction of | (Commission File No.) | (IRS Employer |
incorporation) |
| Identification No.) |
9201 Oakdale Avenue, Suite 200
Chatsworth, CA 91311
(818) 206-9274
(Address and telephone number
of principal executive offices)
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):
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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))
Item 1.01
Entry into a Material Definitive Agreement
On January 4, 2007, Broadcaster, Inc. (“Broadcaster”), AccessMedia Networks, Inc. (“AccessMedia”), Andrew Garoni, as Stockholders’ Representative, and the former stockholders of AccessMedia entered into an amendment to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), which modified the earnout payment provision of the Merger Agreement. The definition of revenue used to measure whether certain target revenue performance levels are met was amended to include the number of monthly unique visitors to Broadcaster’s website multiplied by one dollar ($1.00). This change is in line with Broadcaster’s recent change to its business as an Internet entertainment portal and de-emphasis of its subscription revenue model in favor of an advertising model.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit Number
Description
Amendment to Amended and Restated Agreement and Plan of Merger
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SIGNATURE
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.
| BROADCASTER, INC. | |
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| By: | /s/ MARTIN R. WADE, III |
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| Chief Executive Officer |
Date: January 10, 2007
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