-----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, BkMaZ67AJYU+5o9mjkEGCgPu1Ib/PCMzNbIpfUgYtJadR7Sj6nplMAh/4A0ToR8o C2pGe14aaJ8VjCpckfmLCw== 0001144204-08-031352.txt : 20080521 0001144204-08-031352.hdr.sgml : 20080521 20080521112631 ACCESSION NUMBER: 0001144204-08-031352 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080521 DATE AS OF CHANGE: 20080521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SouthPeak Interactive CORP CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81770 FILM NUMBER: 08850945 BUSINESS ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. DATE OF NAME CHANGE: 20050815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Phillips Terry M. CENTRAL INDEX KEY: 0001433461 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 SC 13D/A 1 v115401_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
SouthPeak Interactive Corporation
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
844649 10 3
(CUSIP Number)
 
Terry M. Phillips
SouthPeak Interactive Corporation
2900 Polo Parkway
Suite 200
Midlothian, Virginia 23113
Telephone: (804) 378-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to:
 
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1200
McLean, Virginia 22102
Attention: Mark Wishner
Telephone: (703) 749-1352
 
May 12, 2008
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box  o.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
Page 1 of 9 Pages

 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

Page 2 of 9 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Terry M. Phillips
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
SC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) 
x 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
17,500,000   
8
SHARED VOTING POWER
   0   
9
SOLE DISPOSITIVE POWER
17,500,000   
10
SHARED DISPOSITIVE POWER
0   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,500,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.7%(1)
14
TYPE OF REPORTING PERSON
 
IN

(1)
Based on 35,920,100 shares of common stock outstanding on May 12, 2008.
 
Page 3 of 9 Pages


This Amendment No. 2 (“Amendment No. 2”) amends and restates the Report on Schedule 13D, originally filed on April 25, 2008, as amended on April 28, 2008 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Schedule 13D.
 
Item 1.
Security and Issuer.
 
The class of equity securities to which this Schedule 13D relates is the common stock, par value $.0001 per share (the “Common Stock”), of SouthPeak Interactive Corporation, a Delaware corporation and formerly known as “Global Services Partners Acquisition Corp.” (the “Issuer”). The address of the principal executive offices of the Issuer is 2900 Polo Parkway, Suite 200, Midlothian, Virginia 23113.
 
Item 2.
Identity and Background.
 
This Schedule 13D is filed on behalf of the Reporting Person.
 
This Schedule 13D relates to 17,500,000 shares of Common Stock held by the Reporting Person (the “Shares”). The Reporting Person has sole voting and dispositive power over the Shares.
 
The Reporting Person is currently serving as the Chairman of the Issuer.
 
The business address of the Reporting Person is 2900 Polo Parkway, Suite 200, Midlothian, Virginia 23113.
 
In May 2007, in an administrative proceeding before the Securities and Exchange Commission, the Reporting Person agreed to cease and desist from committing or causing any violations of Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-1 and from causing any violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 12b-2, 13a-1 and 13a-13. This proceeding arose from the involvement in 2000 and 2001 of the Reporting Person, Capitol Distributing, L.L.C, and another private company in which the Reporting Person was a principal, in certain actions of Take-Two Interactive Software, Inc. (“Take-Two”), where the Reporting Person was accused of taking receipt of merchandise from Take-Two and later returning the merchandise to Take-Two without making an effort to sell the merchandise. In his agreement to cease and desist, the Reporting Person paid a civil penalty of $50,000. Other than the foregoing, during the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
 
The Reporting Person is a citizen of the United States.
 
Page 4 of 9 Pages

 
Item 3.
Source and Amount of Funds or Other Consideration.
 
On April 25, 2008, in connection with the execution of the Agreement (the “Agreement”) by and among the Issuer, SouthPeak Interactive, L.L.C. (“SouthPeak”) and the members of SouthPeak, the Reporting Person was issued 1,000,000 shares of Common Stock by the Issuer as advance consideration in exchange for SouthPeak’s and its members’ continued exclusive relationship with the Issuer.
 
On May 12, 2008, in connection with the closing of the acquisition of SouthPeak by the Issuer, the Issuer entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with SouthPeak and the members of SouthPeak, including the Reporting Person, pursuant to which the members of SouthPeak exchanged their membership interests in SouthPeak for 35,000,000 shares of the Common Stock. Of the 35,000,000 shares issued to the members of SouthPeak by the Issuer, the Reporting Person was issued 16,500,000 shares of Common Stock in addition to the 1,000,000 shares of Common Stock issued to the Reporting Person pursuant to the Agreement. All 17,500,000 shares of Common Stock issued to the Reporting Person are referred to herein as the “Shares”. Based on a stated value in the Membership Interest Purchase Agreement of $1.00 per share of Common Stock, the aggregate value of the Shares is equal to $10,500,000.
  
Item 4.
Purpose of Transaction.
 
The Reporting Person acquired the Shares for investment purposes. The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire additional shares. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and, subject to the Lock-up Agreement described in Item 6, take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which he now owns or may hereafter acquire.
 
At the date of this Statement, the Reporting Person, except as set forth in this Statement, has no plans or proposals which would result in:
 
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;
 
Page 5 of 9 Pages


(e) Any material change in the present capitalization or dividend policy of the Issuer;
 
(f) Any other material change in the Issuer’s business or corporate structure;
 
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j) Any action similar to any of those actions enumerated above.
 
Item 5.
Interest in Securities of the Issuer.

As of the date of this report, the Reporting Person beneficially owns an aggregate of 17,500,000 shares of Common Stock, which represents approximately 48.7% of the Common Stock outstanding as of May 12, 2008. The Reporting Person has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 17,500,000 shares of Common Stock.
 
Other than as set forth herein, there have been no transactions in the securities of the Issuer by the Reporting Person in the 60 days immediately preceding the date of this report.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Person is a party to the Membership Interest Purchase Agreement, pursuant to which the members of SouthPeak agreed to exchange their membership interests in SouthPeak for 35,000,000 shares of Common Stock.

In connection with the Purchase Agreement by and among the Issuer and certain investors, dated May 12, 2008, pursuant to which investors purchased shares of the Issuer’s Series A Convertible Preferred Stock, the Reporting Person entered into a lock-up agreement with the Issuer (the “Lock-up Agreement”). The Lock-up Agreement prohibits the Reporting Person from selling or transferring any of the Shares for 365 days. 180 days after the closing under the Membership Interest Purchase Agreement, 10% of the Shares will be released from the restrictions and obligations of the Lock-up Agreement. 365 days following the closing under the Membership Interest Purchase Agreement, the Reporting Person may freely sell or transfer the remaining Shares.
 
Also in connection with the closing under the Membership Interest Purchase Agreement, the Reporting Person entered into an employment agreement with the Issuer, pursuant to which the Reporting Person serves as the Issuer’s Chairman, effective as of May 12, 2008.
 
Page 6 of 9 Pages

 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 1. Membership Interest Purchase Agreement by and among the Issuer, SouthPeak and the members of SouthPeak, dated May 12, 2008 (included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
 
Exhibit 2. Lock-Up Agreement between the Issuer and the Reporting Person, dated May 12, 2008.
 
Exhibit 3. Employment Agreement between the Issuer and the Reporting Person, dated May 12, 2008 (included as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
 
Exhibit 4. Power of Attorney, executed by the Reporting Person on April 23, 2008.
 
Page 7 of 9 Pages


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     
May 21, 2008
   
     
  TERRY M. PHILLIPS
 
 
 
 
 
 
  By:    /s/ Terry M. Phillips                                         
  Name:  Terry M. Phillips
 
Page 8 of 9 Pagess


EXHIBIT INDEX 

 
 
 
Exhibit
 
 
Number
 
Description 
 
   
  1 
 
Membership Interest Purchase Agreement by and among the Issuer, SouthPeak and the members of SouthPeak, dated April 25, 2008 (included as Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
     
 2
 
Lock-Up Agreement between the Issuer and the Reporting Person, dated May 12, 2008.
     
 3
 
Employment Agreement between the Issuer and the Reporting Person, dated May 12, 2008 (included as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on May 15, 2008, and incorporated herein by reference).
     
 4
 
Power of Attorney, executed by the Reporting Person on April 23, 2008.
 
 
Page 9 of 9 Pagess

EX-99.2 2 v115401_ex99-2.htm
 
May 12, 2008
 
SouthPeak Interactive Corporation
3130 Fairview Park Drive
Suite 500
Falls Church, Virginia 22042
 
 
Re:
Securities Issued in Exchange for the Membership Interests of SouthPeak Interactive, LLC
 
Ladies and Gentlemen:
 
In connection with the Purchase Agreement (“Agreement”), dated May 12, 2008 by and among SouthPeak Interactive Corporation, a Delaware corporation and formerly known as Global Services Partners Acquisition Corp. (the “Company”), SouthPeak Interactive, LLC, a Virginia limited liability company (the “SouthPeak”), and the investors set forth on the signature pages affixed thereto (the “Investors”), and to induce the Investors to enter into the Agreement and consummate the transactions contemplated thereby, the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
 
(1) sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a “Transfer”) any legal or beneficial interest in the “Restricted Securities” (as hereinafter defined); or
 
(2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise.
 
As used herein, “Restricted Period” means the period commencing on the date hereof and ending on the 365th day hereafter.
 
As used herein, “Restricted Securities” means any shares of the Company’s common stock, par value $.0001 per share (“Company Stock”), issued to the undersigned pursuant to that certain Membership Interest Purchase Agreement, dated an even date herewith, by and among the Company, SouthPeak and the members of SouthPeak; provided, however, that 180 days following the date hereof, 10% of the Restricted Securities shall be released from the restrictions and obligations of this Lock-up Agreement.
 
Notwithstanding the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities, either during the undersigned’s lifetime or on the undersigned’s death, by gift, will or intestate succession, or by judicial decree, to (a)
 
 
 

 
 
FI Investment Group, LLC or to the Company in satisfaction of the undersigned’s obligations to FI Investment Group, LLC, or (b) the undersigned’s “family members” (as defined below) or to trusts, family limited partnerships and similar entities primarily for the benefit of the undersigned or the undersigned’s “family members”; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up Agreement, “family member” shall mean spouse, lineal descendants, stepchildren, father, mother, brother or sister of the transferor or of the transferor’s spouse. Also notwithstanding the foregoing limitations, in the event the undersigned is an entity rather than an individual, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities to the shareholders of such entity, if it is a corporation, to the members of such entity, if it is a limited liability company, or to the partners in such entity, if it is a partnership; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities in accordance with this Lock-Up Agreement.
 
The undersigned hereby authorizes the Company’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-up Agreement.
 
This Lock-up Agreement will be legally binding on the undersigned and on the undersigned’s heirs, successors, executors, administrators, conservators and permitted assigns, and is executed as an instrument governed by the laws of the State of Delaware.
 
  Very truly yours,
 
  /s/ Terry M. Phillips
  (Signature)
 
  Name:  Terry M. Phillips
 
  Address: 2900 Polo Parkway
    Suite 200
   
Midlothian, Virginia 23113
 
 
 

 
 
EX-99.4 3 v115401_ex99-4.htm
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Christopher A. Davis or Sara J. Magner his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1.    Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned with respect to the securities of Global Services Partners Acquisition Corp., a Delaware corporation, or any of its successors or assigns (collectively, the “Company”), pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2.    prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.    seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the Company securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4.    perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1.    this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2.    any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3.    neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for the undersigned, (b) any liability for any failure to comply with such requirements for the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; and

4.    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of April, 2008.


/s/ Terry Phillips
Terry Phillips

 
 

 
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