-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMnTtg5nnMNYjZAPy06r4S+0h8ZYlSt1KMxgTKFl2Q12qF/iWE9MNrjF8WaKEj2f XHezBIuNGD8rTts3E/zzYQ== 0001144204-08-035816.txt : 20080618 0001144204-08-035816.hdr.sgml : 20080618 20080618161223 ACCESSION NUMBER: 0001144204-08-035816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080618 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAG MEDIA HOLDINGS INC CENTRAL INDEX KEY: 0001089029 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880380456 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28761 FILM NUMBER: 08905817 BUSINESS ADDRESS: STREET 1: 6865 SW 18TH STREET SUITE B13 CITY: BACA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 7322921800 MAIL ADDRESS: STREET 1: 6865 SW 18TH STREET SUITE B13 CITY: BOC RATON STATE: FL ZIP: 33433 FORMER COMPANY: FORMER CONFORMED NAME: JAGNOTES COM DATE OF NAME CHANGE: 19990722 8-K 1 v117730_8k.htm
 
 
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): June 18, 2008
 
JAG Media Holdings, Inc. 
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Nevada
 
000-28761
 
88-0380546
 
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification)
 
 
6865 SW 18th Street, Suite B13
Boca Raton, Florida 33433
 
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 300-7410
 
Not Applicable
 
(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))

 
 
 

 

TABLE OF CONTENTS
Item 1.02 Termination of a Material Definitive Agreement
SIGNATURE
INDEX TO EXHIBITS
EX-99.1: LETTER FROM CRYPTOMETRICS, INC.
EX-99.2: PRESS RELEASE
 
 
 
 
 
 
 

 
 
 

 


This current report on Form 8-K is being filed to report the termination of a previously disclosed agreement as hereafter described.

     On December 27, 2005, JAG Media Holdings, Inc., a Nevada corporation (“JAG Media”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cryptometrics, Inc., a Delaware corporation (“Cryptometrics”), Cryptometrics Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of JAG Media (“Cryptometrics Acquisition”), Robert Barra and Michael Vitale. The Merger Agreement was subsequently amended thirteen times through April 14, 2008.

     On June 18, 2008, at 9:02 a.m. Eastern time, JAG Media received a letter from Cryptometrics dated June 17, 2008, stating that the automatic termination date of the Merger Agreement had expired and that Cryptometrics had decided not to extend the Merger Agreement any further. The letter, which is attached hereto as an exhibit, further stated that the Merger Agreement between JAG Media and Cryptometrics has by its terms been terminated, and is void and of no force or effect. A press release relating to such letter has been issued by JAG Media and is attached as an exhibit hereto.

     JAG Media is currently in discussions with other companies regarding alternative merger transactions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1
 
Letter from Cryptometrics, Inc. dated June 17, 2008
99.2
 
Press Release dated June 18, 2008
 
 
 
 

 

 
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.
     
 
JAG MEDIA HOLDINGS, INC.
 
 
 
 
 
 
  By:   /s/ Thomas J. Mazzarisi
 
Name:     Thomas J. Mazzarisi
  Title:       Chairman of the Board, Chief Executive Officer & General Counsel
 
Dated: June 18, 2008
 
 
 
 
 
 
 
 
 
 

 
 

 
EX-99.1 2 v117730_ex99-1.htm
CRYPTOMETRICS, INC.
73 Main Street
Tuckahoe, NY 10707

June 17, 2008

VIA FEDERAL EXPRESS AND FACSIMILE

JAG Media Holdings, Inc.
6865 S.W. 18th Street, Suite B-13
Boca Raton, FL 33433
Attn: Thomas J. Mazzarisi
Facsimile: (561) 892-0821

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attn: W. Preston Tollinger, Jr., Esq.
Facsimile: (212) 309-6001

Re: Merger Agreement Among JAG Media Holdings, Inc. (“JAG Media”), CryptoMetrics Acquisition, Inc. (“CryptoMetrics Acquisition”), CryptoMetrics, Inc. (“CryptoMetrics”), Robert Barra, Michael Vitale, Karlen & Stolzar, Thomas J. Mazzarisi and Stephen J. Schoepfer (collectively, the “Parties”), dated as of January 24, 2007 (the “Merger Agreement”) as Further Amended by those Certain Agreements Among the Parties dated as of February 26, 2007, April 2, 2007, April 20, 2007, May 11, 2007, May 18, 2007, June 15, 2007, July 16, 2007, August 16, 2007, November 7, 2007, February 6, 2008, March 31, 2008, and April 14, 2008 (“Merger Agreement Amendment”)

Gentlemen:

As you know, the Automatic Termination Date of April 30, 2008 set forth in the first sentence of paragraph 9 of the Merger Agreement Amendment has passed which is deemed a termination pursuant to Section 9.1 (a) (i) of the Merger Agreement. CryptoMetrics is hereby informing you that CryptoMetrics had decided not to extend the Automatic Termination Date and therefore the Merger Agreement has by its terms been terminated, and is void and of no force or effect; provided, however, that, in accordance with the Merger Agreement, the provisions of Section 7.7 (Public Announcements) and Articles X and XI of the Merger Agreement shall remain in full force and effect and survive such termination. Pursuant to Section 9.2 of the Merger Agreement, JAG Media and CryptoMetrics Acquisition shall promptly change the name of the merger sub to a name which does not include “CryptoMetrics” or any name which can be confused with it.

     
 
Very truly yours,
   
 
CRYPTOMETRICS, INC
 
 
 
 
 
 
  By:   /s/ Robert Barra
 
Name: Robert Barra
 
Title: Co-CEO
     
  By:   /s/ Michael Vitale
 
Name: Michael Vitale
 
Title: Co-CEO

 
cc: Dorf, Karlen & Stolzar, LLP
1 North Broadway, Suite 800
White Plains, New York 10543
Attn: Michael Stolzar, Esq.
Facsimile: (914) 682-0387

EX-99.2 3 v117730_ex99-2.htm
Contact:
Stephen J. Schoepfer, President & COO
JAG Media Holdings, Inc.
(888) 828-4174
steve@jagnotes.com



JAG Media Holdings, Inc. Announces Receipt of Letter from CryptoMetrics, Inc.
Regarding No Further Extensions of Merger Agreement


Boca Raton, FL, June 18, 2008 - JAG Media Holdings, Inc. (OTC PINK SHEETS: JAGH) announced today that it received a letter from CryptoMetrics, Inc. this morning wherein CryptoMetrics informed the Company “that CryptoMetrics has decided not to extend the Automatic Termination Date [which last expired on April 30, 2008] and therefore the Merger Agreement has by its terms been terminated, and is void and of no force or effect . . .”

The Company is currently in discussions with other companies regarding alternative merger transactions.

A copy of the letter received from CryptoMetrics will be filed by the Company on Form 8-K, which will be available on EDGAR.

About JAG Media Holdings, Inc.

JAG Media Holdings, Inc. is a provider of Internet-based equities research and financial information that offers its subscribers a variety of stock market research, news and analysis, including "JAG Notes", the Company's flagship early morning consolidated research product.
 
 
 
 

 


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