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) June
28, 2007
MEDIAVEST,
INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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00-10039
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22-2267658
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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2121
Avenue of the Stars, Suite 2550
Los
Angeles, CA 90067
(Address
of principal executive
offices
including zip code)
(310)
601-2500
(Registrant’s
telephone number,
including
area code)
N.A.
(Former
name or former address, if changed since last report)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
June
28, 2007, upon the appointment of James Lefkowitz as President of Mediavest,
Inc. (the “Company”), the Company entered into an employment letter (the
“Employment Letter”) with Mr. Lefkowitz, effective as of June 28, 2007. Pursuant
to the Employment Letter, Mr. Lefkowitz will receive an initial base salary
of
$250,000 per year. Additionally, he will receive a signing bonus of $100,000,
and will be eligible for bonus compensation at the discretion of the Company’s
Board of Directors (the “Board”). Mr. Lefkowitz’s employment will be on an
at-will basis and may be terminated by either party at any time.
Subject
to the Board’s approval, and upon its adoption of a stock option plan, the
Company will grant Mr. Lefkowitz an option to purchase 500,000 shares of the
Company’s common stock (the “Option”). The Option will have an exercise price
equal to the fair market value of the common stock as of the date of grant.
One-third of the Option vested upon the commencement of Mr. Lefkowitz’s
employment, and the remainder will vest equally on each of the first and second
anniversaries thereof. The Option will be subject to the terms of a stock option
agreement and a stock option plan, which will be provided upon the Board’s
approval of thereof.
The
foregoing description of the Employment Letter does not purport to be complete
and is qualified in its entirety by reference to the Employment Letter, a copy
of which is attached hereto as Exhibit 10.1.
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On
June
28, 2007, the Board terminated that certain letter agreement (the “Letter
Agreement”), dated August 3, 2006, by and between the Company and David Chazen,
pursuant to which Mr. Chazen was employed as President of the Company. Pursuant
to the Letter Agreement, the Company had agreed to compensate Mr. Chazen for
his
services at a rate of $10,000 per month, beginning on September 1, 2006. The
Letter Agreement was terminable by either party upon written notice to the
other.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) On
June
28, 2007, David Chazen resigned
from his office of President of the Company. Mr. Chazen will continue to serve
on the Company’s Board.
(c) In
addition, on June 28, 2007, the Board appointed James Lefkowitz to serve as
President of the Company, to be effective immediately. The Company entered
into
an Employment Letter with Mr. Lefkowitz, the terms of which are described in
Item 1.01 above.
Mr.
Lefkowitz is a twenty year entertainment industry veteran with a wide range
of
experience in law, business, finance, film and television. Mr. Lefkowitz joined
Mediavest from Cantor Fitzgerald, where he was managing director of Cantor
Entertainment. Prior to Cantor, Mr. Lefkowitz was an agent for eight years
at
Creative Artists Agency, the premiere talent agency in Hollywood, where he
represented actors, writers and directors. He began his career as an attorney
at
the law firm of Manatt, Phelps, and Phillips in Los Angeles. He subsequently
worked for six years as a business affairs executive at Walt Disney Studios
and
Touchstone Pictures. Mr. Lefkowitz is a graduate of the University of Michigan
School of Business Administration and Michigan Law School.
There
are
no arrangements or understandings between Mr. Lefkowitz and any other person
pursuant to which he was appointed as President of the Company. There are no
transactions to which the Company is a party and in which Mr. Lefkowitz had
a
material interest that are required to be disclosed under Item 404(a) and (b)
of
Regulation S-B. Mr. Lefkowitz had been acting as a consultant with the Company,
but has not previously held any employment or director positions with the
Company, and has no family relations with any directors or executive officers
of
the Company.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Employment
Letter, by and between the Company and James Lefkowitz, dated as
of June
28, 2007
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SIGNATURES
Pursuant
to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Mediavest,
Inc. |
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(Registrant) |
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| Date: July
3,
2007 |
By: |
/s/ Jay
A.
Wolf |
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Jay
A. Wolf |
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Chief
Financial Officer and Chief Operating
Officer |
EXHIBIT
INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Employment
Letter, by and between the Company and James Lefkowitz, dated as
of June
28, 2007
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