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): December 14, 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.
Zone4Play, Inc. ("we" or "our") entered into an Amendment Agreement with
LodgeNet Entertainment Corporation, a Delaware corporation, ("LodgeNet") dated
as of December 14, 2004 (the "Amendment"), which amends the Game Licensing
Agreement dated as of January 8, 2004 (the "Licensing Agreement").
Pursuant to the Licensing Agreement with LodgeNet, we granted LodgeNet a license
to use, and operate our solutions for Internet and Flash-based games, as
necessary for LodgeNet to deploy the technology in hotels in the United States
that receive LodgeNet programming through the LodgeNet entertainment on demand
system. The term of the agreement is for a period of five years from January 8,
2004 unless sooner terminated. The agreement automatically renews and continues
for one-year periods unless terminated by either party providing at least 120
days' advance written notice of their desire not to renew prior to any
expiration date. We are entitled to receive a percentage of the revenue
generated by LodgeNet from our programming.
Under the Amendment, LodgeNet and we agreed to amend Section 16(a) of the
Licensing Agreement to provide that we will assist LodgeNet in the promotion of
our proprietary products on the LodgeNet system. In addition, LodgeNet is
obligated to undertake other reasonable marketing means to promote our
proprietary products, including, but not limited to, issuing promotional videos.
In addition, the parties agreed that in order to enhance the attractiveness of
our proprietary products and programming, we would provide the following games
to be made available on the LodgeNet system:
o 15 new skill games (together with game universe) under 4 possible
sub categories (card games, tile games, puzzle games and word games)
in a designated section branded "Skill Jam".
o A stand-alone version of a Texas Hold'em Poker game. According to
the success of the game, LodgeNet and we will explore the
possibility of creating a separate package for this game.
o 5 Slingo kids games such as "Kids Bumper", "Circus tars", "Match'ums
4 Kids", "Slingo 4 Kids", "Roni Blocks".
The Amendment also revised Section 9(e) of the Licensing Agreement. If LodgNet
offers our proprietary products in the hospital market, revenue shall be
determined by multiplying the number of hospital beds where the games are
available by $0.10. In addition, LodgeNet will pay royalties at a rate of 25%
net receipts, i.e., all monies received from hospital patients in connection
with the use of our proprietary products less (i) sales tax payable directly in
connection therewith and (ii) disputed sales (disputed video orders as to which
patients refuse to make payment). Certain schedules to the Licensing Agreement
were also amended which set forth deployment schedules of our proprietary
products on the LodgeNet system.
Item 9.01 Financial Statements and Exhibits.
1
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit 10.1 Game Licensing Agreement by and between Zone4Play, Inc. and
LodgeNet Entertainment Corporation dated as of January 8, 2004.
(incorporated by reference to Form 8-K/A filed on December
21, 2004)
Exhibit 10.2 Amendment Agreement by and between Zone4Play, Inc. and LodgeNet
Entertainment Corporation dated as of December 14, 2004.
2
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 30, 2004 By: /s/ Uri Levy
--------------------------------
Name: Uri Levy
Title: Chief Financial Officer
3