-----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, H8x1nmf3EyPYhdmjNdRQadnH/wNAtNj17+5UJAjWO81RoVWDWz+Lwr8rNZz16Vok 8NTbLg4T6Eo2/XhCiKp5Jw== 0001144204-08-032709.txt : 20080529 0001144204-08-032709.hdr.sgml : 20080529 20080529170420 ACCESSION NUMBER: 0001144204-08-032709 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 EFFECTIVENESS DATE: 20080529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Media International Corp., CENTRAL INDEX KEY: 0001336654 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 203315459 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51983 FILM NUMBER: 08867216 BUSINESS ADDRESS: STREET 1: 1850 SAWTELLE BLVD. STREET 2: SUITE 470 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 301-479-1555 MAIL ADDRESS: STREET 1: 1850 SAWTELLE BLVD. STREET 2: SUITE 470 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: AFFINITY INTERNATIONAL CORP DATE OF NAME CHANGE: 20050819 DEFA14A 1 v116123_8ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2008

AFFINITY MEDIA INTERNATIONAL CORP.

(Exact Name of Registrant as Specified in Charter)
 
Delaware
000-51983
 
20-3315459
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1850 Sawtelle Blvd., Suite 470
Los Angeles, California
 
90025
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (310) 479-1555

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)

x 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))


 
Explanatory Note

This amendment to Form 8-K filed on May 28, 2008 is being filed to correct a typographical error in Item 8.01.
 
 
On May 28, 2008, Affinity Media International Corp. issued a press release announcing that it had adjourned its special meeting of stockholders to Friday, June 6, 2008, at 10:00 a.m. EST. The press release is attached as Exhibit 99.1 to this report.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit  
Description
   
99.1
Press release dated May 28, 2008 regarding adjournment of the special meetings of stockholders
 


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.
 
     
 
AFFINITY MEDIA INTERNATIONAL CORP.
 
 
 
 
 
 
Date: May 29, 2008
By:  
/s/ Howard Cohl
 
Howard Cohl
 
President
 

 
Exhibit Index
 
Exhibit  
Description
   
99.1
Press release dated May 28, 2008 regarding adjournment of the special meetings of stockholders


EX-99.1 2 v116123_ex99-1.htm
Exhibit 99.1
For Immediate Release
Wednesday, May 28, 2008
 
Affinity Media International Corp.
Howard Cohl, President
Los Angeles, California
(310) 479-1555
 
Affinity Media International Corp. Extends Stockholder Vote on Merger with
Hotels at Home, Inc. to June 6, 2008
 
Los Angeles, California. Affinity Media International Corp. (OTC: AFMI.OB) (“Affinity”) announced at its special meeting of stockholders today that it was adjourning the meeting to provide management additional time to solicit proxies for the proposed business combination with Hotels at Home, Inc. (“Hotels”) and the related matters set forth in the proxy statement previously mailed to the Affinity stockholders. The Affinity special meeting will reconvene on Friday, June 6, 2008, at 10:00 a.m. local time at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, 11th Floor., New York, NY, 10017. There is no assurance that Affinity will be able to obtain the vote required to approve the various proposals to be presented at the meeting, including the proposals to adopt the agreement and plan of merger with Hotels to be considered at the special meeting. In the event Affinity is able to obtain the required stockholder approvals, it is possible that transactions may occur which could be relevant to Affinity stockholders and that Affinity may desire to provide additional disclosures about such transactions prior to the stockholder vote on the proposals to be considered at the meetings.
 
The record date for stockholders entitled to vote at the annual and special meetings remain the close of business on May 7, 2008.
 
Additional information about the proposed merger and each of the other proposals can be found in the definitive proxy statement. The definitive proxy statement relating to the Affinity special meeting was filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2008, and is available at www.sec.gov.
 
Additional Information About the Merger and Where to Find It
 
In connection with the proposed merger, Affinity has filed with the SEC a proxy statement, which has been mailed to the stockholders of record of Affinity, seeking their approval of the merger with Hotels. In addition Affinity may file other relevant documents concerning the proposed merger with the SEC.
 
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AFFINITY AND HOTELS AND THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement also may be obtained by directing a request by telephone or mail to: Affinity Media International Corp., 1850 Sawtelle Blvd., Suite 470, Los Angeles, CA, 90025, Attention: Howard Cohl (telephone: (310) 479-1555).
 
 
 

 

Affinity and Hotels and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the stockholders of Affinity in connection with the merger. Information about the directors and executive officers of Affinity is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Information about the directors and executive officers of TFC is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008 and in the proxy statement filed with the SEC on May 12, 2008. Information about the directors and executive officers of Hotels is set forth in the proxy statement filed with the SEC on May 12, 2008. Additional information regarding the interests of these participants and other persons who may be deemed participants in the mergers may be obtained by reading the proxy statement regarding the merger filed with the SEC on May 12, 2008.
 
Caution Regarding Forward-Looking Statements
 
AFFINITY MEDIA INTERNATIONAL CORP. (“AFFINITY”) CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF AFFINITY AND HOTELS AT HOME, INC. (“HOTELS”) REGARDING, AMONG OTHER THINGS, THE BUSINESS OF HOTELS AND THE MERGER, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: BUSINESS CONDITIONS IN THE U.S. AND ABROAD; CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; REQUIREMENTS OR CHANGES ADVERSELY AFFECTING THE BUSINESS IN WHICH HOTELS IS ENGAGED; MANAGEMENT OF RAPID GROWTH; INTENSITY OF COMPETITION; GENERAL ECONOMIC CONDITIONS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN AFFINITY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER AFFINITY NOR HOTELS ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.
 
Source: Affinity Media International Corp.
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