Infosearch Media, Inc. - Current report filing (8-K)
April 25 2008 - 3:47PM
Edgar (US Regulatory)
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): April 21, 2008
INFOSEARCH
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-97385
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90-0002618
|
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(State
or other jurisdiction
Of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
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4086
Del Rey Avenue
Marina
del Rey, CA
(Address
of principal executive offices)
|
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90292
(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 437-7380
(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
1.01 Entry into a Material Definitive Agreement
On
April
21, 2008, InfoSearch Media, Inc., a Delaware corporation (the “Company” or
“Registrant”) announced a change in its Board of Directors. In connection with
such change, David Warthen was appointed to the Board of Directors to fill
a
vacancy, John LaValle resigned from the Board of Directors and was replaced
by
Scott Brogi.
A
summary
of the material terms of the definitive agreement and arrangement entered into
between Registrant and Mr. Warthen as a result of such change is provided below.
The definitive agreements are filed as exhibits to this Current Report on Form
8-K (the "Current Report").
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(1)
Resignation of John LaValle as Director.
On
April
21, 2008, John LaValle, member of the Board of Directors of, informed the
Company that he was resigning as a Director and Chairman of the Audit Committee
effective as of April 21, 2008, for personal reasons
and
not
as a result of any disagreement with the management of InfoSearch
Media
.
Item
5.02(d) Election of New Director
(1)
Election of David Warthen to the Board of Directors.
On
April
21, 2008, after performing the due diligence that the members of the Board
of
Directors determined, in their reasonable business judgment, was appropriate
under the circumstances, the Board of Directors, elected David Warthen as a
Director effective as of April 21, 2008.
Family
Relationships: There are no family relationships between Mr. Warthen and any
of
the other executive officers or directors of the Registrant.
Related
Party Transactions: Mr. Warthen served as the Registrant’s Chief Technical
Officer from May 1, 2006 to August 15, 2007. With that exception, during the
past two years, the Registrant has not been a party to any transactions, or
proposed transactions, in an amount greater than $60,000 which Mr. Warthen
has,
or had, a material interest.
(2)
Election of Scott Brogi to the Board of Directors.
On
April
21, 2008, after performing the due diligence that the members of the Board
of
Directors determined, in their reasonable business judgment, was appropriate
under the circumstances, the Board of Directors, elected Scott Brogi as a
Director effective as of April 21, 2008.
Family
Relationships: There are no family relationships between Mr. Brogi and any
of
the other executive officers or directors of the Registrant.
Related
Party Transactions: Mr. Brogi currently serves as the Registrant’s Chief
Financial Officer. With that exception, during the past two years, the
Registrant has not been a party to any transactions, or proposed transactions,
in an amount greater than $60,000 which Mr. Brogi has, or had, a material
interest.
Item
9.01 Financial Statements and Exhibits.
Item
9.01(c) Exhibits
The
following exhibit(s) are furnished in accordance with the provisions of Item
601
of Regulation S-B:
|
--------------------------------------------------------------------------------
Exhibit
No. Description
--------------------------------------------------------------------------------
10.1
Offer Letter, dated as of April 21, 2008, between
InfoSearch
Media, Inc. and David Warthen.
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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.
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INFOSEARCH
MEDIA, INC.
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Date: April
25, 2008
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By:
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/s/ Scott
Brogi
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Name:
Scott Brogi
Title: Chief
Financial Officer
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|
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