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): June 5, 2008
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PLAYERS
NETWORK
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(Exact
name of registrant as specified in its charter)
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Nevada
(State
of Incorporation)
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000-29363
(Commission
File No.)
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88-0343702
(IRS
Employer ID No.)
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4260
Polaris Avenue
Las
Vegas, Nevada 89103
(Address
of Principal Executive Offices)
(702)
895-8884
Registrant’s
Telephone Number, Including Area Code:
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.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))
Item
1.01 Entry into a Material Definitive Agreement.
On
June
5, 2008, Players Network (the “Company”) entered into a Distribution Agreement
(the “Distribution Agreement”) with MicroPlay, Inc. (“MicroPlay”) to distribute
the Company’s proprietary content and brand name (i) on a worldwide, exclusive
basis to mobile devices, including all devices connected to wireless networks,
(ii) on a worldwide, exclusive basis to non-English speaking IP platforms,
other
than television, websites owned and operated by the Company, affiliates and
subscribers carrying the Company’s content on platforms other than mobile, and
partners such as Google Video and Blinx; and (iii) on a worldwide, exclusive
basis to all of MicroPlay’s English speaking IP platforms.
The
Distribution Agreement has an initial term of three years beginning from the
first use of the content, with the ability to negotiate a renewal for an
additional term. Either party may terminate the Distribution Agreement prior
to
the end of the term on the happening of certain enumerated events, including
bankruptcy, insolvency, or if the other party materially breaches the Agreement,
and fails to cure the event or breach within 30 business days following
notification.
Under
the
terms of the Distribution Agreement, MicroPlay is required to pay the Company,
on an annual basis, 40% of the adjusted gross revenues received by MicroPlay
in
connection with the distribution rights granted to MicroPlay by the Company,
subject to an annual minimum guaranteed amount of $425,000. Adjusted gross
revenues includes all revenues derived directly from the distribution of the
Company’s content less third party fees, applicable taxes and amounts paid to
other revenue participants as agreed to by the parties. In addition, MicroPlay
will issue to the Company a number of shares of MicroPlay’s common stock equal
to 15% of MicroPlay’s issued and outstanding common stock on a fully diluted
basis. In addition, the Company has granted MicroPlay certain rights of first
refusal with respect to additional fields of use.
The
consummation of the transactions described in the Distribution Agreement is
subject to the closing by MicroPlay of an equity financing in the minimum amount
of $2 million. In addition, if the marketing and distribution agreement between
MicroPlay and YuuZoo is terminated, the Distribution Agreement is null and
void.
The
Distribution Agreement contains provisions providing for mutual indemnification
by the parties, certain representations and warranties, and other provisions
that are customary to agreements of this nature.
The
foregoing summary of the Distribution Agreement is qualified in its entirety
by
reference to the Distribution Agreement, which is attached hereto as Exhibit
10.1 and is incorporated herein by reference, with certain portions omitted
pursuant to a Request for Confidential Treatment.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibit
10.1
Distribution Agreement
dated
June 5, 2008, between Players Network and MicroPlay, Inc.*
*
Certain
confidential portions of this Exhibit were omitted by means of redacting a
portion of the text where indicated. This exhibit, including the omitted
portions, has been filed separately with the Secretary of the Securities
and Exchange Commission pursuant to an application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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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PLAYERS
NETWORK
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Date:
June 11, 2008
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By:
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/s/
Mark Bradley
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Mark
Bradley
Chief
Executive Officer
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