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): January 24, 2005
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 January 24, 2005, Zone4Play, Inc. ("Zone4Play Delaware"), a Delaware
corporation and wholly owned subsidiary of Zone 4 Play, Inc., entered into an
agreement to license certain customized software applications to The Poker
Channel Ltd. ("The Poker Channel"), a company incorporated under the laws of
England and Wales. The software applications will enable The Poker Channel's
customers to play Multiplayer Poker for fun and SMS fixed odds betting games,
for real money. . The term of the agreement begins on the date the first
Zone4Play Delaware product is made available to The Poker Channel's customers
and continues for a period of five years. Thereafter, the agreement will
automatically renew for successive one-year periods.
Zone4Play Delaware will receive one-half of net revenue generated from the
Multiplayer Poker application and The Poker Channel will receive the remaining
one-half of such net revenue. "Net revenue," as it relates to Multiplayer Poker,
is defined in the agreement as gross revenue (collected via Premium Telephony
Calls or any other method of payment), less: (i) value added tax; (ii) SKY
commission; (iii) return path commission; (iv) telephone operator charges; and
(v) bandwidth costs.
Zone4Play Delaware will receive two-thirds of net revenue generated from
the SMS fixed odds betting games and The Poker Channel will receive the
remaining one-third of such net revenue. "Net revenue," as it relates to the
fixed odds betting games is defined in the agreement as gross revenue, less: (i)
taxes; (ii) winnings; (iii) credit card fees; (iv) chargebacks and/or fraudulent
activity; (v) free bets or bonuses; and (vi) SMS charges.
During the first year of the agreement, neither party may terminate the
agreement unless one of the parties has breached the agreement. After the first
year, either party may terminate the agreement after at least 90 days prior
written notice. In addition, either party may terminate the agreement
immediately upon written notice and/or require payment of any amounts due under
the agreement in the event the other party: (i) commits a material breach of the
terms of the agreement and has not remedied the breach within 30 days after
receipt of written notice of such breach; or (ii) ceases or threatens to cease
to carry on its business, has a liquidator or receiver appointed to it or over
any of its assets, passes a resolution for its winding up, becomes subject to a
liquidation order or similar order of a court of competent jurisdiction, becomes
unable to pay its debts, or there occurs any event analogous to any of the
foregoing. Upon any termination of the agreement: (i) The Poker Channel must
provide and transfer to Zone4Play Delaware any and all materials, files and
programs which belong to Zone4Play Delaware; (ii) The Poker Channel must
promptly remove all applications provided by Zone4Play Delaware from its systems
and may not subsequently license, sell or otherwise dispose of the applications;
and (iii) Zone4Play Delaware must provide and transfer to The Poker Channel any
and all materials, files and programs which belong to The Poker Channel.
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 Agreement made as of January 24, 2005 between The Poker Channel
Ltd. and Zone4Play, Inc.
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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: January 27, 2005 By: /s/ Uri Levy
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Name: Uri Levy
Title: Chief Financial Officer
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