Worldspace, Inc - Current report filing (8-K)
July 01 2008 - 9:27AM
Edgar (US Regulatory)
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 30, 2008
WORLDSPACE, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF DELAWARE
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000-51466
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52-1732881
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8515 Georgia Avenue, Silver Spring, MD
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20910
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(Address of Principal Executive Offices)
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(Zip Code)
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(301) 960-1200
(Registrants telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into Material Definitive Agreement
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On
June 30, 2008, WorldSpace, Inc. (the Company) entered into an agreement (each an Agreement and collectively, the Agreements) with each of the four holders (the Investors) of its amended and
restated bridge loan notes (the Bridge Loan Notes) and second amended and restated convertible notes (the Convertible Notes) to defer until July 9, 2008 the Companys obligations to pay approximately $19.86 million
in aggregate principal amount of the Bridge Loan Notes (including accrued and unpaid interest on the Bridge Loan Notes and the Convertible Notes through the date of such payment), which payment was due on June 30, 2008. In connection with this
agreed deferral, the Company has agreed to issue to the Investors an aggregate of 1.5 million warrants exercisable for shares of the Companys Class A Common Stock. The warrants will be exercisable at $1.55 per share, and will be
exercisable for a 5 year period from the date of issuance. The Company also agreed to grant registration rights reasonably acceptable to the holders with respect to the shares underlying the warrants, which will have identical terms to the warrants
that were issued to the holders on June 13, 2008 in connection with the previously announced deferral agreement. Interest on all of the holders existing Bridge Loan Notes and Convertible Notes will continue to accrue until paid in full.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2008
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WORLDSPACE, INC.
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(Registrant)
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By:
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/s/ Donald J. Frickel
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Name:
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Donald J. Frickel
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Title:
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Executive Vice President, General Counsel and Secretary
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