-----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, NifHvZykI7hOtSNSSPUBYPXmSbqV8YfDmKzk7V4b0zSc8sKdsd5lwva2R90OP0MI cU04c2HeMV+TKQUEAUNuog== 0001144204-07-051750.txt : 20070928 0001144204-07-051750.hdr.sgml : 20070928 20070928151840 ACCESSION NUMBER: 0001144204-07-051750 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070924 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tix CORP CENTRAL INDEX KEY: 0000925956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 954417467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24592 FILM NUMBER: 071142202 BUSINESS ADDRESS: STREET 1: 12001 VENTURA PL STREET 2: STE340 CITY: STUDIO CITY STATE: CA ZIP: 91604 BUSINESS PHONE: 8187611002 MAIL ADDRESS: STREET 1: 12001 VENTURA PL #340 CITY: STUDIO CITY STATE: CA ZIP: 91604 FORMER COMPANY: FORMER CONFORMED NAME: CINEMA RIDE INC DATE OF NAME CHANGE: 19940624 8-K 1 v088848_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): September 24, 2007

TIX CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
0-24592
(Commission File Number)
95-4417467
(I.R.S. Employer
Identification No.)

12001 Ventura Place, Suite 340
Studio City, California 91604
(Address of Principal Executive Offices)

(818) 761-1002
(Registrant’s Telephone Number)

 
N/A
 
(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)).
 

 
ITEM 3.02 Unregistered Sales of Equity Securities
 
 
On September 24, 2007, Tix Corporation (“TIX”) completed the second and final closing under the financing previously announced on July 31, 2007. At the closing, TIX sold to institutional and accredited investors 1,100,000 shares of its common stock for a price of $4.75 per share, or an aggregate of approximately $5.2 million. In total in the financing, TIX sold approximately 3,745,000 shares of its common stock and raised approximately $17.8 million.
   
 
TIX also issued to the investors at the closing on September 24 two-year warrants to purchase 550,000 shares of common stock at an exercise price of $5.50 per share. This brings to 1,870,000 the total number of such warrants issued in the financing.
   
 
TIX intends to use the incremental net proceeds from the financing to augment TIX’s working capital and for general corporate purposes. TIX may determine to use a portion of the net proceeds for the acquisition of complementary businesses, technologies or products, although it has no present commitments or agreements with respect to any such acquisitions.
   
 
TIX paid total cash fees of $75,000 and issued a total of 147,000 shares of TIX common stock to placement agents in connection with the financing.
   
 
The offer and sale of the shares sold on September 24 were not registered under the Securities Act of 1933 in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act and Regulation D promulgated thereunder. The shares sold by TIX may not be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or exemption from the registration requirements, under the Securities Act.
 
On September 28, 2007, TIX issued a press release announcing the September 24 closing under the financing. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
 
ITEM 9.01 Financial Statements and Exhibits
   
(c)
Exhibits.
   
 
There are filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which is incorporated herein by reference.
 


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.
 
 
     
 
TIX CORPORATION
 
 
 
 
 
 
Dated: September 27, 2007
By:   By: /s/ MATTHEW NATALIZIO
 
Matthew Natalizio
Chief Financial Officer
   
 

Index to Exhibits

Exhibit No.
 
Description
99.1
 
Press Release issued by Tix Corporation on September 27, 2007.


 

EX-99.1 2 v088848_ex99-1.htm
TIX CORPORATION COMPLETES $17.8 MILLION PRIVATE PLACEMENT
 
STUDIO CITY, CA, September 27, 2007 /PRNewswire-FirstCall/ -- TIX CORPORATION (OTCBB: TIXC) (the "Company" and “TIX”), a leading ticketing company, providing ticket sales, ticket resale services, marketing and distribution of event tickets and exhibit merchandising, is pleased to announce the completion of the second and final closing under the financing previously announced on July 31, 2007. At the closing, TIX sold to institutional and accredited investors a total of approximately 3,745,000 shares of its common stock for a price of $4.75 per share. In total in the financing, TIX sold and raised approximately $17.8 million.
 
In connection with the sale, TIX also issued to the investors two-year warrants to purchase a total of approximately 1,870,000 shares of common stock at an exercise price of $5.50 per share.
 
The Company utilized the proceeds of this offering to fund the Asset Purchase of Exhibit Merchandising LLC, an Ohio limited liability company ("EM"), and the members of EM (the "Members"), for $11,450,000 in cash and 5,000,000 restricted shares of the Company's Common Stock. The Company also agreed to assume certain liabilities of EM. The closing of the acquisition occurred on August 8, 2007.
 
The remainder of the net proceeds from the financing will be used to augment TIX’s working capital, and for general corporate purposes. Tix may determine to use a portion of the net proceeds for the acquisition of complementary businesses, technologies or products, although it has no present commitments or agreements with respect to any such acquisitions.
 
Tix's Chairman and CEO Mitch Francis said, "We are exceptionally pleased with the positive response to our progress at TIX as reflected by the success of this financing. These funds represent a major step toward accomplishing our growth plans which include acquisitions of strategic revenue-generating businesses along with a dynamic expansion of our existing businesses.”
 
About Tix Corporation
 
Tix Corporation's wholly-owned subsidiary, Tix4Tonight, sells tickets for Las Vegas shows, concerts, attractions and sporting events at discounts up to 50% off the face value of the ticket, on the same day of the performance. The Company also offers two additional discount products at its Las Vegas facilities, Tix4Golf and Tix4Dinners. Tix4Golf offers 25% to 50% discounted reservations for golf tee times for many of the golf courses in Las Vegas and Tix4Dinners offers up to 50% off entrees at great Las Vegas restaurants and buffets. The Company's recent acquisition, Tix4AnyEvent.com, sells premium tickets to concerts, theater and sporting events throughout the country. Tix Corporation’s newest acquisition is Exhibit Merchandising, LLC, which is engaged in the business of branded product merchandise development and sales related to museum exhibits, including the King Tutankhamen and Real Pirates tours. Exhibit Merchandising sells themed souvenir memorabilia and collector’s items in specialty stores it operates for the duration of the tours’ presence at each museum.
 
 
 

 
About Tix4Tonight
 
Tix4Tonight has four prime ticket booth facilities, strategically placed at highly foot-trafficked locations in Las Vegas, Nevada. They include: the Hawaiian Marketplace at the South end of the Strip; the Fashion Show Mall in front of Neiman Marcus, directly across the street from the Wynn Resort at the middle of the Strip; at the North Strip, just South of the Riviera Hotel; a downtown Las Vegas facility in the Four Queens Hotel, fronting onto the Fremont Street Experience; and will soon open its fifth facility located at the Showcase Mall, behind the giant Coke Bottle, next to the MGM Grand Hotel.
 
For more information and answers to typical questions about how the Tix4Tonight service works, call 877-849-4868 or visit www.tix4tonight.com.
 
Cautionary Statement pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:
 
All statements in this news release that are not statements of historical fact are deemed to be forward-looking statements. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Many of these risks and uncertainties are identified in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements. This document is only for the general information of shareholders, potential investors and other interested parties, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities. The opinions expressed herein are the current opinions of management as of the date appearing on this document.
 
Press Release Source: TIX CORPORATION

Media Contacts:
TIX CORPORATION
Mitch Francis, Chief Executive Officer
818-761-1002

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