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,
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September
6, 2007
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0-25053
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Date
of Report (Date of earliest event reported)
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Commission
File Number
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theglobe.com,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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14-1782422
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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110
East Broward Boulevard, Suite 1400
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Fort
Lauderdale, Florida 33301
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(Address
of Principal Executive Offices) (Zip Code)
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(954)
769-5900
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(Registrant’s
telephone number, including area
code)
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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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
This
Report includes forward-looking statements related to theglobe.com, inc. that
involve risks and uncertainties, including statements relating to our ability
to
raise additional capital and, to the extent demand is made therefore, to repay
the promissory notes described below, and the planned amendment of our
authorized common stock at our next annual meeting. These forward-looking
statements are made in reliance on the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. For further information about these
and other factors that could affect theglobe.com’s future results and business
plans, including theglobe’s ability to continue operations as a going concern,
please see the Company’s filings with the Securities and Exchange Commission,
including in particular our Annual Report of Form 10-K for the year ended
December 31, 2006, our Quarterly Report on Form 10-Q for the quarter ended
June
30, 2007 and our Current Reports on Form 8-K relating to events dated May 29,
2007 and June 25, 2007. Copies of these filings are available online at
http://www.sec.gov. Prospective investors are cautioned that forward-looking
statements are not guarantees of performance. Actual results may differ
materially and adversely from management expectations.
Items
3.02 and 8.01.
Unregistered
Sales of Equity Securities; Other Events.
Convertible
Note Financing
As
previously reported on Form 8-K, on May 29, 2007, Dancing Bear Investments,
Inc.
(the “Noteholder”) entered into a Note Purchase Agreement with the Company
pursuant to which it acquired a convertible promissory note (the “Convertible
Note”) in the aggregate principal amount of $250,000, together with an option to
acquire an additional $2,750,000 of Convertible Notes on or before November
25,
2007 (the “Option”). The Convertible Notes are convertible at anytime prior to
payment into shares of the Company’s common stock at the rate of $.01 per share.
As also previously reported on Form 8-K, on June 25, 2007, the Noteholder
exercised a portion of the Option and acquired an additional Convertible Note
in
the principal amount of $250,000, and as also previously reported on Form 10-Q,
on July 19, 2007, the Noteholder exercised a portion of the Option and acquired
an additional Convertible Note in the principal amount of $500,000. The
Noteholder is controlled by our Chairman, Michael Egan.
On
September 6, 2007, the Noteholder exercised a portion of the Option and acquired
an additional Convertible Note in the principal amount of $250,000. The $250,000
Convertible Note is convertible (without regard to potential anti-dilutive
adjustments resulting from stock splits and the like) into 25,000,000 shares
of
our common stock.
The
Convertible Notes are due 5 days after demand from the holder, and are secured
by a pledge of all of the assets of the Company and its subsidiaries,
subordinate to existing liens on such assets. The Convertible Notes bear
interest at the rate of ten (10%) percent per annum. The Noteholder is entitled
to certain demand and piggy-back registration rights in connection with its
investment.
The
Convertible Notes were not registered under applicable securities laws and
were
sold in reliance on an exemption from such registration. The Noteholder is
an
“accredited investor” and the Company believes that the issuance and sale of the
Convertible Notes qualified for exemption from registration pursuant to Section
4(2) of the Securities Act of 1933.
The
Company intends to use the proceeds from the sale of the Convertible Notes
for
general working capital. The proceeds from the $250,000 Convertible Note are
intended to provide the Company with temporary liquidity to conduct its business
while it seeks to raise additional capital or the Noteholder elects to acquire
additional Convertible Notes pursuant to the Option.
Absent
additional financing, in the event demand is made for repayment of the
Convertible Notes, the Company will not have the resources to repay the
Convertible Notes. Similarly, we would not have the resources to pay the $3.4
million of outstanding demand convertible notes which were issued in 2005.
Inasmuch as substantially all of the assets of the Company and its subsidiaries
secure the Convertible Notes and the 2005 convertible notes, in connection
with
any resulting proceeding to collect the indebtedness relating to the Convertible
Notes, the Noteholders (subject to the prior rights of the 2005 convertible
noteholders) could seize and sell the assets of the Company and its
subsidiaries. Any or all of the foregoing would have a material adverse effect
on the Company and its operations.
Item
9.01
Financial Statements and Exhibits
(a)(b)
None
(c) Exhibits
4.1 $250,000
Secured Demand Convertible Promissory Note
4.2 Security
Agreement dated May 29, 2007 by and theglobe.com, inc. and Dancing Bear
Investments, Inc. (1)
4.3 Unconditional
Guaranty Agreement dated May 29, 2007 (1)
10.1 Note
Purchase Agreement dated May 29, 2007 between thegloble.com, inc. and Dancing
Bear Investments, Inc. (1)
(1)
Incorporated by reference from our Form SC 13D/A-3 filed on May 30,
2007.
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.
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theglobe.com,
inc. |
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| Date: September
6, 2007 |
By: |
/s/ Edward
Cespedes |
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Edward
Cespedes |
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Title
President |
EXHIBIT
INDEX
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Exhibit
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No.
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Document
Description
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4.1
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$250,000
Convertible Promissory Note
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4.2
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Security
Agreement dated May 29, 2007 by and theglobe.com, inc. and Dancing
Bear
Investments, Inc. (1)
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4.3
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Unconditional
Guaranty Agreement dated May 29, 2007 (1)
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10.1
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Note
Purchase Agreement dated May 29, 2007 between thegloble.com, inc.
and
Dancing Bear Investments, Inc. (1)
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1.
Incorporated by reference from our Form SC 13D/A-3 filed on May 30,
2007.