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):
December 31, 2008
KIDVILLE,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-130110
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76-0763470
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(State
or Other Jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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163
E. 84
th
Street
New
York, NY
(Address
of Principal Executive Offices)
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10028
(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
1.01. Entry into a Material Definitive Agreement
On
December 31, 2008, Kidville, Inc. (the “Company”) executed an Asset
Purchase Agreement (the “Agreement”) with JWT Kids, Inc., JWT IP, Inc. and Ash
Robinson, (collectively, the “Sellers”) for the acquisition by the Company of
the Seller’s JW Tumbles Kid’s gym concept and franchising business (the
“Business”).
As
consideration for the acquisition of the Business the Company paid to the
Sellers a closing cash payment of $500,000, together with the issuance of
2,000,000 shares (the “Shares”) of the Company’s common stock, subject to an
indemnification and offset escrow holdback amount equal to ten percent (10%) of
the Shares; and a separate performance holdback escrow equal to twenty-five
percent (25%) of the Shares related to the achievement of certain domestic and
international sales and financial goals. Pursuant to the terms of the
Agreement the Sellers are provided with the opportunity to earn additional
consideration based upon the international franchise fees earned by the Company
relating directly to franchising the Business.
The
closing of the acquisition was subject to the satisfaction of certain closing
conditions, including, but not limited to, the execution of applicable bills of
sale and other appropriate transfer and assignment documents and certain other
closing conditions as set forth in the Agreement.
The
foregoing description of the Agreement contained herein does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
hereby incorporated by reference in this Item 1.01.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1
Asset Purchase Agreement, dated as of December 31, 2008, by and among
Kidville, Inc., JWT Kids, Inc., JWT IP, Inc. and Ash
Robinson.
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99.1 Press Release released publicly on January 6, 2009.
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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.
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Kidville, Inc.
Date:
January 6,
2009
/s/
Andy
Stenzler
Andy Stenzler
Chairman and Chief Executive Officer