UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2004
ZONE 4 PLAY, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-91356 98-0374121
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
103 Foulk Road
Wilmington, DE 19803
(Address of principal executive offices) (zip code)
(302) 691-6177
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] 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 AGREEMENT.
On November 18, 2004, Zone 4 Play, Inc. (the "Company") entered into an
Interactive Affiliation Agreement (the "Agreement") with EchoStar Satellite LLC
("EchoStar"). EchoStar operates a direct broadcast satellite DBS system in the
United States. Under the Agreement, the Company agreed to provide application
software to EchoStar necessary to offer EchoStar's customers a multi-player
interactive trivia bingo game. The Company granted EchoStar and its affiliates
the exclusive right and license to transport, display, exhibit, market, promote
and distribute the service to residential and commercial customers served by
EchoStar's distribution platform in the United States. The Company has agreed to
develop a unique version of its application software which is compatible with
and compliant to EchoStar's specifications. Unless earlier terminated, the
Agreement will terminate one year from November 18, 2004. However, EchoStar has
the right to renew the Agreement in two consecutive one-year terms. EchoStar may
collect revenue for the Company's service through the sale of advertising,
sponsorships and subscriptions. The Company will receive a percentage of all
such net revenues from the service.
In the event the Company grants or has granted: (a) a lower net effective
rate per service subscriber for its services than EchoStar is paying; (b) any
marketing or advertising support or reimbursements, launch support or
reimbursements, free or discontinued marketing materials or any other support,
credits, reimbursements, rebates, contributions, adjustments or incentives
related to the marketing of the services under the Agreement, whether given
directly or indirectly; or (c) any other economic or non-economic term,
provision, covenant or consideration, that are or is more favorable than
EchoStar is receiving under the Agreement, then the Company must offer such more
favorable provisions to EchoStar both orally and in writing for the same amount
of time that the more favorable provision is, was, or will be available to any
third parties.
Either party may terminate the Agreement upon the occurrence of any of the
following events of default, provided that such default is not cured within 45
days: (a) the other party has made any material misrepresentation; or (b) the
other party is in breach or default of any representation, warranty, covenant,
duty or obligation under the Agreement. The Agreement will terminate
automatically upon the occurrence of any of the following events: (a) the other
party becomes insolvent or seeks relief under any insolvency statute, is placed
in receivership or liquidation, or makes any assignment for the benefit of
creditors; (b) the other party, for more than 20 consecutive days, fails to
maintain operations as a going business; or (b) the other party falsifies any
documents, records or reports required hereunder or engages in or commits any
fraud or illegal action in connection with the Agreement. If the Company's
software application fails to perform in accordance with its specifications,
EchoStar must allow the Company to cure such failure within 10 business days. In
the event the Company has not rectified such failure, EchoStar may suspend its
performance under the Agreement and terminate the Agreement in its sole
discretion. EchoStar may terminate the Agreement immediately upon notice to the
Company: (a) in the event that governmental authority or regulation prohibits
distribution of the service in a licensed territory; or (b) if EchoStar
determines, in its sole discretion, that continued distribution of the service
by EchoStar is likely to result in civil or criminal liabilities, fines, or
other similar sanctions or penalties. Upon termination of the Agreement,
EchoStar must cease any use, distribution or solicitation of the Company's
service under the Agreement and EchoStar must return all confidential
information including source code provided to it within 14 days of termination.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS
Exhibit 10.1 Interactive Affiliation Agreement dated November 18, 2004 by
and between Zone 4 Play, Inc. and EchoStar Satellite LLC
(Incorporated by reference to Form 8-K filed on November 30,
2004)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZONE 4 PLAY, INC.
Dated: December 1, 2004 By: /s/ Uri Levy
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Name: Uri Levy
Title: Chief Financial Officer
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