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Circle Entertainment, Inc. 8-K 2011

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.1
cexe_8k.htm



 
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 27, 2011
 
CIRCLE ENTERTAINMENT INC.
(Exact name of registrant as specified in charter)
 
Delaware
 
001-33902
 
36-4612924
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
 
650 Madison Avenue  
10022
New York, New York  
(Zip Code)
(Address of principal executive offices)    

Registrant’s telephone number, including area code:(212) 838-3100
 
__________________________________________
(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:
 
£
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 Agreements.>

(a)           Loans.

On April 27 through May 4, 2011, certain of the Company’s directors, executive officers and greater than 10% stockholders made unsecured demand loans (the “Loans”) to the Company totaling $500,000, bearing interest at the rate of 6% per annum.

The foregoing description of the Loans is not complete and it is qualified in its entirety by reference to the full text of the form of Promissory Note which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The Company intends to use the proceeds to fund working capital requirements and for general corporate purposes.  Because certain of the directors, executive officers and greater than 10% stockholders of the Company made the Loans, a majority of the Company’s independent directors approved the transaction.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.>
 
The information required by this item is incorporated by reference from Item 1.01 above.


(d)           Exhibits
 
Exhibit No.
 
Description
10.1
 
Form of Promissory Note

 

 
 

 
 
 
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.
 
 
 
CIRCLE ENTERTAINMENT INC.
 
       
Date: May 4, 2011
By:
/s/ Mitchell J. Nelson  
    Name: Mitchell J. Nelson  
    Title:   Executive Vice President, General Counsel and Secretary  
       

 
 
 

 
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description
10.1
 
Form of Promissory Note

 
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