UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January
19, 2007
(Exact
Name of Registrant as Specified in Charter)
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DELAWARE
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001-28675
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94-337095
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(State
of Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2001
152nd
AVENUE NE, REDMOND WA
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98052
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (425)
458-2360
(Former
Name or Former Address, if Changed Since Last Report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17
CFR
240.13e-4(c))
Section
1—Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement.
On
January 19, 2007, Tribeworks, Inc. (the “Registrant”),
a
Delaware corporation, entered into an Asset and Stock Purchase Agreement (the
“BLive
Agreement”),
by
and among the Registrant, BLive Networks Inc., a Delaware corporation
(“BLive”),
Forte
Finance Limited, a Maltese limited liability company (“Forte”)
and
Petroleum Corporation of Canada Limited, an Alberta corporation (“Petroleum
Corp.”),
pursuant to which the Registrant will purchase substantially all of the assets
of BLive in exchange for 1,000,000 fully paid shares of the Registrant’s common
stock (the “PP
Shares”).
Additionally, in consideration of the payment by Petroleum Corp. of $100,010,
the Registrant agreed to issue to Petroleum Corp. 100,000 fully paid shares
of
the Registrant’s common stock and a warrant to purchase 300,000 shares of common
stock of the Registrant at $1.25 per share for a period of two years (the
“Warrant”).
The
PP Shares will be issued to Petroleum Corp., a creditor of BLive. In addition,
150,000 shares of common stock of the Registrant (“Advisory
Shares”)
will
be issued to Forte as an M&A fee for the transaction. The PP Shares and
Advisory Shares are “restricted securities” (as defined in the Securities Act of
1933, as amended, (the “Act”).
300,000 of the PP Shares issued to Petroleum Corp. and the 150,000 Advisory
Shares issued to Forte will be held in escrow for twelve months as security
for
the representations made by BLive in the Asset and Stock Purchase Agreement
as
further described below. The Registrant is not required to register the resale
of the Advisory Shares. Each of Petroleum Corp. and Forte represented to the
Registrant, in writing that it was an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D promulgated under the Act. The Registrant
is not required to register the resale of the PP Shares except as set forth
in
the “Registration
Rights Agreement”.
Additionally, as part of the BLive Agreement, the Registrant has also acquired
a
forty-nine percent ownership interest in BLive’s Canadian affiliate, Infobuild
Networks (Canada) Inc (“Infobuild”).
In
connection with the BLive Agreement, the Registrant will enter into an escrow
agreement with the following parties with the following terms: (a) an Escrow
Agreement between Petroleum Corp. and the Registrant, whereby 300,000 of the
PP
Shares shall be held in escrow until the receipt of certain Canadian tax refunds
owed to Infobuild; and (b) an Escrow Indemnification Agreement between Forte
and
the Registrant, whereby 150,000 of the Advisory Shares issued to Forte shall
be
held in escrow until the expiration of a twelve month indemnity period that
was
signed pursuant to an agreement with Forte, dated January 19, 2007 (the
“Forte
Agreement”).
The
foregoing description of the BLive Agreement, the Forte Agreement and the
Registration Rights Agreement are qualified in their entirety by reference
to
the BLive Agreement, the Forte Agreement and the Registration Rights Agreement,
copies of which are filed herewith as Exhibits 10.1, 10.2, and 10.3,
respectively, and such Exhibits are incorporated herein by reference. On January
25, 2007, the Registrant issued a press release announcing the transaction
contemplated by the BLive Agreement and related matters, a copy of which is
attached hereto as Exhibit 99.1.
Section
2—Financial Information
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
January 19, 2007, pursuant to the BLive Agreement, the Registrant entered into
an agreement to purchase substantially all of the assets of BLive. The aggregate
consideration for this purchase is 1,000,000 fully paid shares of the
Registrant’s common stock. Additionally, in consideration of the payment by
Petroleum Corp. of $100,010, the Registrant agreed to issue to Petroleum Corp.
100,000 fully paid shares of the Registrant’s common stock and a warrant to
purchase 300,000 shares of the Registrant’s common stock at $1.25 per share for
a period of two years. In addition an M&A Advisory Fee of 150,000 shares of
common stock of the Registrant will be paid to Forte.
Section
7—Regulation FD
Item
7.01. Regulation
FD Disclosure.
On
January 25, 2007, the Registrant issued a press release announcing the entry
into an agreement to acquire the assets and business of BLive. A copy of the
press release is being furnished as Exhibit
99.1
to this
Current Report on Form 8-K.
The
information in the press release is being furnished pursuant to Item 7.01 of
Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the
information in the press release shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it
be deemed incorporated by reference in any filing under the Securities Act
of
1934, as amended.
Section
9—Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Asset
and Stock Purchase Agreement, dated January 19, 2007, by and among
Tribeworks, Inc., BLive Networks, Inc., Forte Finance Limited and
Petroleum Corporation of Canada Limited
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10.2
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Agreement
between Tribeworks, Inc. and Forte Finance Limited, dated January
19,
2007
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10.3
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Registration
Rights Agreement between Petroleum Corporation of Canada Limited
and
Tribeworks, Inc., dated January 19, 2007
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99.1
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Press
Release dated January 25, 2007, announcing the purchase by Tribeworks,
Inc. of substantially all of the assets of BLive Networks Inc. and
49% of
the stock of Infobuild Networks (Canada)
Inc.
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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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TRIBEWORKS,
INC. |
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| Date: January
25, 2007 |
By: |
/s/ Peter
B.
Jacobson |
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Name: Peter
B. Jacobson
Title: Chief
Executive Officer
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