Circle Entertainment, Inc. 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FX Real Estate and Entertainment Inc.
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.01 Entry into a Material Definitive Agreement.
As has been previously disclosed in FX Real Estate and Entertainment Inc.’s (the "Company") Current Report on Form 8-K dated December 23, 2009, as filed with the Securities and Exchange Commission on December 24, 2009 (the "December 23, 2009 Form 8-K"), on December 23, 2009, the Company’s remaining Las Vegas subsidiary entered into a Lock Up and Plan Support Agreement (the "New Lock Up Agreement") with the first lien lenders (the "First Lien Lenders"), certain of the second lien lenders (the "Participating Second Lien Lenders") and the first and second lien agents under the Las Vegas subsidiary’s $475 million mortgage loans, and LIRA LLC (the "Equity Parent"), a corporate affiliate of Robert F.X. Sillerman, Paul C. Kanavos and Brett Torino, who are directors, executive officers and/or greater than 10% stockholders of the Company (the "Equity Sponsors").
Item 3.02 Unregistered Sales of Equity Securities.
On January 28, 2010, the Company sold an aggregate of 1,562,499 shares of its common stock to Laura Baudo Sillerman, the spouse of Robert F.X. Sillerman, the Company’s Chairman and Chief Executive Officer, Paul C. Kanavos, the Company’s President, and his spouse Dayssi Olarte de Kanavos and TTERB Living Trust, an affiliate of Brett Torino, a greater than 10% stockholder of the Company, upon their exercise of a like number of Company warrants. The Company received aggregate proceeds of $125,000 from the exercise of the warrants, which were exercisable at $0.08 per share. Mrs. Sillerman, Mr. Kanavos and his spouse and TTERB Living Trust each purchased 520,833 shares of common stock upon the exercise of a like number of warrants for an aggregate exercise price of $41,666.66.
Item 9.01 Financial Statements and Exhibits.
First Amendment to Lock Up and Plan Support Agreement dated as of January 22, 2010 by and among Ladesbank Baden-Württemberg, Münchener Hypothekenbank EG, Deutsche Hypothekenbank (Actien-Gesellschaft), Great Lakes Reinsurance (UK) PLC, Five Mile Capital Pooling International LLC, Spectrum Investment Partners LP, Transamerica Life Insurance Company, NexBank, SSB, FX Luxury Las Vegas I, LLC and LIRA LLC
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.