Subsequent Events |
6 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2011 | ||||
| Subsequent Events |
As
previously disclosed, on July 11, 2011, Peter Adderton has been
appointed as the interim Chief Executive Officer of the Company
effective July 15, 2011 and pursuant to the terms of the agreement
described below. Mr. Adderton, is currently the chairman
and Chief Executive Officer of Agency 3.0, a digital marketing
services company, where he leads the company's practice focusing on
mobile and wireless clients. In addition, he is also Founder and
Chief Executive Officer and a majority owner of Digital Turbine
Group, LLC, a multimedia management technology
company. Mr. Adderton's appointment as interim Chief
Executive Officer of the Company was made in connection with the
Company amending its previously announced letter of intent to
acquire Digital Turbine LLC. On September 30, 2011, the Company
entered into a memorandum of understanding setting forth certain
material terms relating to the following agreements: (i) an asset
purchase agreement whereby the Company will acquire all of the
assets of Digital Turbine, LLC and its wholly-owned subsidiaries,
and in return, the Company will issue 50,000 shares of restricted
stock to the equity holders of Digital Turbine, LLC; (ii) a written
employment agreement with Peter Adderton, pursuant to which he will
become the Chief Executive Officer of the Company; and (iii)
certain employee, consulting and/or other agreements, pursuant to
which the Company will issue shares of restricted stock to various
parties. The consummation of the foregoing transactions is subject
to certain closing conditions, including without limitation: (i)
the successful completion of an equity financing by the Company
with gross proceeds equal to at least $1 million; (ii) satisfaction
of Peter Adderton's dispute with VAC, the acquisition by a third
party of the VAC Note, and the conversion of $3 million in
principal amount of the VAC Note into shares of the common stock of
the Company at a conversion price of $1.00 per share; and (iii) the
negotiation, execution and delivery of definitive
agreements. Although the Company is currently
negotiating the terms of the definitive documents, the terms of the
proposed transactions outlined in the memorandum of understanding
may not occur on the terms currently set forth in the memorandum of
understanding or at all.
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