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) is July 1, 2005
ENDAVO
MEDIA AND COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16381
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87-0642448
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(State
or other jurisdiction of incorporation or jurisdiction)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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50
West Broadway, Suite 400, Salt Lake City, Utah
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84101
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(Address
of principal
executive
office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (801) 297-8500
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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry
into a Material Definitive Agreement.
Item
3.03 Material
Modification to Rights of Security Holders.
On
July 1, 2005, the Company entered into an agreement (the “Exchange Agreement”)
with investors party to that certain Securities Purchase Agreement, dated
February 22, 2005 (the “Purchase Agreement”), to amend the terms
and conditions of the warrants to purchase 1,597,529 shares of the Company’s
common stock (the “Warrants”) issued to the investors pursuant
to the Purchase Agreement. Pursuant to the Exchange Agreement, the exercise
price of the Warrants was adjusted from $1.27 per share to $0.1425 per share.
The investors agreed to waive any anti-dilution rights they may have as a
result of the reduction in the exercise price of the Warrants pursuant to
the Exchange Agreement.
In
addition to the amendment to the exercise price, and in order to encourage
timely exercise of the Warrants, the Company agreed to issue 3.5 shares of
the Company’s restricted common stock (“Restricted Shares”)
to the investors for each share of common stock issuable upon conversion of
$1,425,000 aggregate principal amount 8% senior secured convertible promissory
notes issued to such investors pursuant to the Purchase Agreement.
The
Company agreed to include these Restricted Shares on the next resale registration
statement filed by the Company or to give the investors a one-time demand
registration right six months from the date of issue of the Restricted Shares.
The Company has agreed, in any case, to register the Restricted Shares as
soon as practicable as the law allows and will memorialize the registration
rights by executing a basic form agreement subsequent to the exercise of the
Warrants and issuance of the Restricted Shares.
Item
3.02 Unregistered
Sales of Equity Securities.
On
July 1, 2005, the Company issued 5,591,355 of its Restricted Shares as disclosed
under Item 3.03 hereof. The Company received no monetary consideration in
connection with this transaction. No underwriting discounts or commissions
were paid by the Company in connection with this transaction. The transaction
was exempted from registration under Section 4(2) of the Securities Act of
1933, as amended, and Section 506 of Regulation D promulgated thereunder.
The Company relied, as applicable, upon the representations made by the purchasers
of such securities in determining that such exemptions were available.
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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| Date:
July 5, 2005 |
ENDAVO
MEDIA AND COMMUNICATIONS,
INC. |
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By: |
/s/ Paul
D. Hamm |
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Paul
D. Hamm, President and Chief Executive
Officer |
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