UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
February 17, 2009
KIDVILLE,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
333-130110
|
76-0763470
|
|
(State
or Other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
163
E. 84
th
Street
New
York, NY
(Address
of Principal Executive Offices)
|
|
10028
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 772-8435
(Former
name or former address, if changed since last report)
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:
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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r
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02. Unregistered Sales of Equity Securities
On
February 19, 2009, Kidville, Inc. (the “Company”) sold and issued 2,618,750
shares of its 13.0% Series A Cumulative Convertible Preferred Stock (“the Series
A Preferred”), par value $0.001 per share, for an aggregate purchase price of
$1,047,500, together with warrants (the “Warrants”) to purchase up to an
aggregate of 916,563 shares of common stock at an exercise price of $0.65 per
share (the “Private Placement”).
The
holders of shares of Series A Preferred may at any time and from time to time
convert such shares into shares of the Company’s common stock and the Company
may at any time after August 8, 2010, subject to the fulfillment of certain
conditions, convert such shares in whole but not in part into shares of its
common stock, in each case in accordance with the terms of the Company’s
recently filed Certificate of Designation (as defined in Item 5.03 to this
Current Report on Form 8-K).
The
foregoing description of the Warrants contained herein does not purport to be
complete and is qualified in its entirety by reference to the Form of Warrant to
Purchase Shares of Common Stock, a copy of which is filed as Exhibit 4.1 to this
Current Report on Form 8-K and is hereby incorporated by reference in this Item
3.02.
The
issuance of securities in the Private Placement was made in reliance upon an
available exemption from registration under the Securities Act of 1933, as
amended (the “Securities Act”), by reason of Section 4(2) thereof, to
persons who are “accredited investors” as defined in Regulation D promulgated
under the Securities Act.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
February 17, 2009, the Company filed with the Secretary of State of the State of
Delaware a Certificate of Designation (the “Certificate of Designation”). The
Certificate of Designation created out of the Company’s authorized and unissued
shares of Preferred Stock the Series A Preferred, with an initial stated value
of $0.40 per share, consisting of 6,250,000 shares, having the designations,
preferences, relative, participating, optional and other special rights and the
qualifications, limitations and restrictions thereof as are set forth in the
Company’s Certificate of Incorporation and in the Certificate of
Designation.
The
foregoing description of the Certificate of Designation contained herein does
not purport to be complete and is qualified in its entirety by reference to the
Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is hereby incorporated by reference in this Item
5.03.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
|
3.1
|
Certificate
of Designation of the Powers, Preferences and Relative, Participating,
Optional and Other Special Rights of 13.0% Series A Cumulative Convertible
Preferred Stock, and Qualifications, Limitations and Restrictions
thereof.
|
|
4.1
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Form
of Warrant to Purchase Shares of Common
Stock.
|
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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.
|
Date:
February 20,
2009
/s/ Andy
Stenzler
Andy
Stenzler
Chairman and Chief
Executive Officer
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