Upsnap, Inc. (Other) (8-K)
October 22 2007 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) – October 16, 2007
UPSNAP,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
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000-50560
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20-0118967
|
(State
of
Incorporation)
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(Commission
File Number)
|
(IRS
Employer Identification No.)
|
134
Jackson Street, Suite 203, P.O. Box 2399, Davidson, North
Carolina
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28036
|
(Address
of principal executive offices)
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(zip
code)
|
704-895-4121
|
Registrant’s
telephone number, including area
code
|
Not
Applicable
|
(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):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] 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
October 16, 2007, UpSnap, Inc., a
Nevada corporation (the "Registrant"), entered into Amendment No. 1 to the
Agreement and Plan of Merger, by and among the Registrant, Mobile Greetings,
Inc., a California corporation (“MGI”), and UpSnap Acquisition Corp., a
California corporation and a wholly owned subsidiary of Registrant (“Merger
Sub”), amending the Agreement and Plan of Merger, by and among the Registrant,
MGI and Merger Sub, dated August 9, 2007 (the "Merger Agreement").
Amendment
No. 1 amends the Merger
Agreement by changing the Termination Date (as defined in Section 7.01(ii)
of
the Merger Agreement) from September 30, 2007 to November 30, 2007 and provides
that only the Registrant has the right to terminate the Merger Agreement
in the
event that more than two percent (2%) of the issued and outstanding shares
of
the MGI’s common stock shall be Dissenting Shares.
The
Registrant filed a Current Report
on Form 8-K with the Securities and Exchange Commission on August 15, 2007,
to
report the entry into the Merger Agreement. For more information
about the Merger Agreement, reference is made to that Form 8-K.
ITEM
7.01 REGULATION FD DISCLOSURE
The
Registrant is furnishing as Exhibit
99.1 to this Form 8-K a revised copy of a presentation containing company
and
industry updates regarding the Registrant’s proposed merger with Mobile
Greetings, Inc. The Registrant had previously filed the original
presentation as Exhibit 99.1 on a Current Report on Form 8-K with the Commission
on August 27, 2007.
The
information contained in this Item
7.01 and the related exhibits attached hereto shall not be deemed to be
“filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall such information or such exhibits be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The information set forth in this Item
7.01 or exhibits related to this Item 7.01 on this Form 8-K shall not be
deemed
an admission as to the materiality of any information in the referenced
items
and are being disclosed solely to satisfy the requirements of Regulation
FD.
(d) Exhibits.
|
2.1
|
Amendment
No. 1, dated October
16,
2007,
to the Agreement and
Plan of Merger dated August 9, 2007, by and among UpSnap, Inc.,
UpSnap
Acquisition Corp. and Mobile Greetings, Inc.
|
|
99.1
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Presentation
of UpSnap, Inc.
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
Description
|
|
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2.1
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|
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99.1
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SIGNATURES
Pursuant
to the requirements of the
Securities and 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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UPSNAP,
INC.
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|
|
|
|
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By:
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/s/
Tony Philipp
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|
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Tony
Philipp
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|
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Chairman,
CEO and President
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Date:
October 19, 2007