- Current report filing (8-K)
March 24 2009 - 5:15PM
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): March 18, 2009
NARROWSTEP
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State of
Jurisdiction of Incorporation)
333-108632
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33-1010941
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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PO BOX
565
HOPEWELL,
NEW JERSEY 08525
(Address
of Principal Executive Offices) (Zip Code)
(609)
945-1772
(Registrant's
telephone number, including area code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
1.02 Termination of a Material Definitive
Agreement.
As
disclosed in various previous filings with the Securities and Exchange
Commission (“SEC’), including our Form 10-Q for the period ended November 30,
2008 and filed with the SEC on January 14, 2009, Onstream Media Corporation, a
Florida corporation (“Onstream”) and Onstream Merger Corp., a newly formed
Delaware corporation and a wholly owned subsidiary of Onstream (“Merger Sub”)
had entered into an Agreement and Plan of Merger (the “Definitive Agreement”)
with Narrowstep Inc., a Delaware corporation (“Narrowstep”) and W. Austin Lewis
IV, as stockholder representative (for the Narrowstep stockholders), dated as of
May 29, 2008 and which Definitive Agreement was subsequently amended on August
13, 2008 and September 15, 2008.
On March
18, 2009, based on a provision in the Definitive Agreement, Onstream terminated
the Definitive Agreement and the acquisition of Narrowstep, Inc. Since the
Effective Time, as defined in the Definitive Agreement (as amended), did not
occur on or prior to November 30, 2008, the terms of the Definitive Agreement
allowed that it might be terminated by either Onstream or Narrowstep at any time
after such date under certain circumstances. Narrowstep is reviewing
is rights and remedies under the Definitive Agreement and applicable
law.
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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NARROWSTEP
INC.
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By:
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/s/ David
C. McCourt
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Name:
David C. McCourt
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Title:
Chairman and Interim Chief Executive Officer
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Date: March
24, 2009
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