-----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, W2EMa9FWfCeSI7/e+d4ewSPUlEX7rY41ly8QWkU0oj4aatP/MdC1ULQEPg91mEI/ hfjTPq076rcEySngzweZ8g== 0000950144-08-006293.txt : 20080811 0000950144-08-006293.hdr.sgml : 20080811 20080811095035 ACCESSION NUMBER: 0000950144-08-006293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080811 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longfoot Communications Corp. CENTRAL INDEX KEY: 0001345721 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 760763470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130110 FILM NUMBER: 081004503 BUSINESS ADDRESS: STREET 1: 9229 SUNSET BLVD., SUITE 810 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 310-385-9631 MAIL ADDRESS: STREET 1: 9229 SUNSET BLVD., SUITE 810 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 8-K 1 g14691e8vk.htm LONGFOOT COMMUNICATIONS CORP. Longfoot Communications Corp.
 
 
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2008
LONGFOOT COMMUNICATIONS CORP.
 
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   333-130110   76-0763470
         
(State or Other Jurisdiction of
Incorporation)
  (Commission File
Number)
  (IRS Employer Identification No.)
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137

(Address of Principal Executive Office)
Registrant’s telephone number, including area code (305) 573-4112
 
(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:
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))
 
 

 


 

Item 7.01 Regulation FD Disclosure
     On August 11, 2008, Longfoot Communications Corp., a Delaware corporation (the “Company”), issued a press release announcing that it had completed its acquisition of Kidville Holdings, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
     Statements contained in the attached press release are made pursuant to the Safe Harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these communications, the Company may make certain statements that are forward-looking, such as statements regarding the Company’s future results and plans and anticipated trends in the industry and economies in which the Company operates. These forward-looking statements are the Company’s expectations on the day of the press release, and the Company will make no efforts to update these expectations based on subsequent events or knowledge. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including those contained in the Company’s Annual Report on Form 10-KSB. Should one or more of such risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from the results expressed or implied in any forward-looking statements made by the Company in these communications. These and other risks, uncertainties, and assumptions are detailed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.
     The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
     (d) Exhibits.
         
Exhibit    
Number   Description
       
 
  99.1    
Press Release issued by the Company on August 11, 2008.

 


 

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.
         
  Longfoot Communications Corp.
 
 
Date: August 11, 2008  By:   /s/ Andy Stenzler    
    Andy Stenzler   
    Chief Executive Officer   

 


 

         
EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  99.1    
Press Release issued by the Company on August 11, 2008.

 

EX-99.1 2 g14691exv99w1.htm EX-99.1 PRESS RELEASE EX-99.1 Press Release
Exhibit 99.1
IMMEDIATE RELEASE:
KIDVILLE HOLDINGS, LLC AND LONGFOOT COMMUNICATIONS CORP. COMPLETE MERGER
NEW YORK and MIAMI —— Kidville Holdings, LLC, which operates large, upscale facilities catering to newborns through five-year olds and their parents, has merged with a wholly-owned subsidiary of Longfoot Communications Corp. (LGFC.OB), a publicly-traded company with no active operations. As a result of the merger, Kidville has become a wholly -owned subsidiary of Longfoot. Longfoot plans to change its name to Kidville, Inc. (or a variation thereof), subject to shareholder approval, and will be headquartered in Kidville’s current executive offices in New York City. The combined company intends to apply to list its common stock on the American Stock Exchange (AMEX) at the appropriate time.
In July, a group of investors led by Dr. Phillip Frost, former Chairman and Chief Executive Officer of IVAX Corporation, invested $10 million dollars in Kidville. Other investors included an entity in which (i) Glenn L. Halpryn, President, Secretary and a director of Longfoot Communications, has an interest, (ii) Steven D. Rubin and Dr. Subbarao Uppaluri, both of whom are members of The Frost Group and directors of Longfoot Communications and (iii) Dr. Jane Hsiao, a member of The Frost Group. Dr. Frost, the other investors and the shareholders of Longfoot prior to the merger now own approximately 25% of the combined company, on a fully- diluted basis. The Kidville members, excluding the investors, now own approximately 75% of the combined company on a fully diluted basis.
Kidville’s management team, including its co-founder, Shari Misher Stenzler, will continue to lead the combined company. Mrs. Stenzler indicated, “It is very exciting to have Dr. Frost and his associates, Dr. Jane Hsiao, Steve Rubin and Dr. Rao Uppaluri, as strategic investors in Kidville. The Frost investment, along with the closing of the merger with Longfoot, have provided us with the flexibility to expand our growth via acquisitions and new business ventures, while also creating a public market for our securityholders.”
Dr. Phillip Frost added: “We are excited to be significant investors in Kidville. We believe that Kidville’s brick and mortar locations coupled with Kidville’s developing entertainment business have created a unique platform that makes Kidville well- positioned to become one of the dominant children’s brands nationwide.”
About Kidville
Named ‘Best of’ by New York Magazine and given a five star “extraordinary” customer rating in The Lila Guide: New Parent Survival Guide, Kidville operates large, upscale facilities, catering to newborns through five-year-old children and their families. In addition to offering a wide range of developmental classes for newborns through five- year olds, including Little Maestros, Run Wiggle Paint & Giggle, Big Muscles for Little

 


 

Babies, Kidville Tumblers, and Kidville University (Kidville’s Pre-School Alternative Program), Kidville also features an indoor playground, a retail boutique and the Kidville Salon. Silver Membership is free with enrollment in any Kidville class, while upgrades to Gold, Platinum and Diamond levels are also available.
Kidville also operates “Kidville Annex” locations that feature a selection of Kidville offerings.
Kidville recently announced the launch of its National Franchise Program.
The Kidville concept started when Shari Misher Stenzler, Co-Founder of London Misher Public Relations, found herself carrying her baby and stroller down a long flight of stairs for her child’s first music class. “There must be a better way,” she thought and began informally polling friends and fellow parents about their needs.
Fun and familiar geometric shapes are the design foundation for the Kidville interior space. Used with vibrant colors, the design elements encourage exploration and intuitively guide children throughout the space. This playful and cross-functional design provides the perfect setting for everything from intimate classes to “Big Blow Out” birthday parties.
Kidville Founders include Cosí co-founder Andy Stenzler, London Misher Public Relations President, Shari Misher Stenzler, tennis stars Andre Agassi and Steffi Graf, philanthropist Laurie Tisch, Emanuel and Liz Stern (HartzMountain Realty/Tribeca and SOHO Grand Hotels), Richard Chapman and Gordon Hamm (GMC Parking Chain) and Kidville President Rammy Harwood.
For more information about Kidville or Longfoot, please contact Shari Misher Stenzler @ London Misher Public Relations, Inc. 212-759-2800 ext 11. or shari@londonmisherpr.com.
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) regarding our expectations, beliefs or intentions regarding our business, financial condition, strategies or prospects. Forward-looking statements are based on management’s estimates, assumptions and projections, and are subject to uncertainties, many of which are beyond our control. Actual results may differ materially from those anticipated in any forward-looking statement. More detailed information about Longfoot and Kidville and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in our filings with the Securities and Exchange Commission. We urge investors and security holders to read those documents free of charge at the Commission’s Web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from us. Forward-looking statements speak only as to the date they are made, and we undertake no obligation to update any forward-looking statement.

 

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