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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to indiePub Entertainment, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| April 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 11150 Santa Monica Bouldvard, |
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| February 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14) INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 11150 Santa Mondia Blvd., Suit |
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| February 6, 2013 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34796 INDIEPUB ENTERTAINMENT, INC. (Exact name of registrant as |
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| January 4, 2013 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 4th day of January, 2013 between Raymond Schaaf (“Executive”) and indiePub Entertainment, Inc. (the “Company”). 1. Term of Employment The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company (recognizing that Executive shall commute from time to time as |
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| January 4, 2013 |
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 28, 2012 INDIEPUB ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Numbe |
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| January 4, 2013 |
EX-10.2 3 ex102122812.htm EXHIBIT 10.2 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 4th day of January, 2013 between Mark Seremet (“Executive”) and indiePub Entertainment, Inc. (the “Company”). 1. Term of Employment The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon the terms set forth |
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| December 4, 2012 |
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): November 28, 2012 INDIEPUB ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Numbe |
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| December 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 2450 Colorado Avenue, Suite 1 |
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| December 3, 2012 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-99.VIII 2 d447880dex99viii.htm SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit VIII SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is made as of November 9, 2012 (the “Second Amendment Date”), among indiePub Entertainment, Inc., a Delaware corporation (formerly known as ZOO ENTERTAINMENT, INC.) (“indiePub En |
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| December 3, 2012 |
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT Third Amendment to Loan and Security Agreement Exhibit IX THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of November 28, 2012 (the “Third Amendment Date”), among indiePub Entertainment, Inc. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 INDIEPUB |
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| September 18, 2012 |
Amendment No. 12 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, |
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| August 14, 2012 |
Exhibit 4.1 THIS WARRANT AND THE SECURITIES SUBJECT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT AND THE SECURITIES SUBJECT HERETO MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, UNLESS REGISTRATION IS NOT REQUIRED UNDER THE ACT. INDIEPUB ENTERTAINMENT, INC. Issue Date: J |
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| August 14, 2012 |
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is made as of July 30, 2012 (the “Amendment Date”), among indiePub Entertainment, Inc., a Delaware corporation (formerly known as Zoo Entertainment, Inc.) (“indiePub Entertainment”), Zoo Games, Inc., a Delaware corporation (“Zoo Games”), Zoo Publishing, Inc., a New Jer |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 INDIEPUB ENTER |
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| August 14, 2012 |
EX-10.3 5 v316581ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OT |
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| August 14, 2012 |
Exhibit 10.2 SECURED PROMISSORY NOTE $1,600,000 July 30, 2012 Los Angeles, California For value received, the each of undersigned, indiePub Entertainment, Inc., a Delaware corporation (formerly known as Zoo Entertainment, Inc.), Zoo Games, Inc., a Delaware corporation, Zoo Publishing, Inc., a New Jersey corporation, and indiePub, Inc., a Delaware corporation (collectively, the “Borrowers”), hereby |
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| August 2, 2012 |
EX-99.VII 3 d389254dex99vii.htm WARRANT BY INDIEPUB ENTERTAINMENT, INC. Exhibit 99.VII THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED |
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| August 2, 2012 |
AMENDMENT NO. 11 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, |
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| August 2, 2012 |
Entry into a Material Definitive Agreement - FORM 8-K JULY 30, 2012 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): July 30, 2012 INDIEPUB ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) ( |
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| August 2, 2012 |
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-99.VI 2 d389254dex99vi.htm FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 99.VI FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of July 30, 2012 (the “Amendment Date”), among indiePub Entertainment, Inc., a Delaware corporation (formerly known as ZOO ENTERTAINMENT, INC.) (“indiePub Entertainment”), ZOO GAME |
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| June 15, 2012 |
Amendment No. 10 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* INDIEPUB ENTERTAINMENT, INC. (f/k/a ZOO ENTERTAINMENT, INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, |
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| May 22, 2012 |
EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZOO ENTERTAINMENT, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Zoo Entertainment, Inc., a corporation formed on November 13, 2007 under the name Driftwood Ventures, Inc., organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of t |
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| May 22, 2012 |
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): May 17, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S. |
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| May 22, 2012 |
EXHIBIT 16 May 22, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Zoo Entertainment, Inc.’s Form 8-K, dated May 17, 2012 as filed with the Securities and Exchange Commission and have the following comments: Paragraph (a) We agree with the statements made in the paragraphs as they relate to our firm. Paragraph (b) We |
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| May 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 ZOO ENTERTAIN |
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| May 14, 2012 |
- FORM 12B-25 NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: June 30, 2012 Estimated average burden hours per response…. .2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Repo |
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| May 11, 2012 |
Joint Filing Agreement Exhibit 99.5 Exhibit V JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.001 per share, of Zoo Entertainment, Inc., and furth |
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| May 11, 2012 |
Amendment No. 9 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* ZOO ENTERTAINMENT, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 2450 Colorado Avenue, Suite 100, Ea |
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| May 11, 2012 |
EX-99.4 2 d350499dex994.htm REDEMPTION AGREEMENT Exhibit 99.4 Exhibit IV REDEMPTION AGREEMENT This REDEMPTION AMENDMENT (this “Agreement”) is executed and delivered as of May 8, 2012, by MMB Holdings LLC, a Delaware limited liability company (the “Company”), and each member of the Company (the “Members”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as |
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| April 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 16, 2012 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT EX-10.39 2 v308134ex10-39.htm EXHIBIT 10.39 Exhibit 10.39 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT This First Amendment (this “Amendment”) is executed and delivered as of January 5, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011 (as may be amended, modified, supplemented or restated from |
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| April 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 ZOO ENTERTAINME |
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| April 16, 2012 |
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT EX-10.42 5 v308134ex10-42.htm EXHIBIT 10.42 Exhibit 10.42 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT This Fourth Amendment (this “Amendment”) is executed and delivered as of February 29, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011, as amended by (a) the First Amendment thereto, dated as |
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| April 16, 2012 |
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT EX-10.40 3 v308134ex10-40.htm EXHIBIT 10.40 Exhibit 10.40 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT This Second Amendment (this “Amendment”) is executed and delivered as of January 27, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011, as amended by the First Amendment thereto, dated as of J |
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| April 16, 2012 |
Exhibit 10.44 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGIST |
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| April 16, 2012 |
Exhibit 10.43 LOAN AND SECURITY AGREEMENT MMB Holdings LLC, as Lender, and Zoo Entertainment, Inc., Zoo Games, Inc., Zoo Publishing, Inc., and indiePub, Inc., as Borrowers, Dated: March 9, 2012 Table of Contents Page Article I Definitions and Interpretation 1.1 Definitions 1 1.2 Terms Generally 9 1.3 UCC Terms 9 1.4 Accounting Terms; GAAP 10 1.5 Joint and Several Obligations 10 Article II The Loan |
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| April 16, 2012 |
EX-10.45 8 v308134ex10-45.htm EXHIBIT 10.45 Exhibit 10.45 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), is made and entered into as of March 21, 2012, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and MMB Holdings LLC, a Delaware limited liability company (“Investor”). WHEREAS, the Company, along with certain of its subsidiarie |
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| April 16, 2012 |
Subsidiaries of Zoo Entertainment, Inc. EX-21.1 9 v308134ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Zoo Entertainment, Inc. Name of Subsidiary State of Incorporation Zoo Games, Inc. Delaware Zoo Publishing, Inc. New Jersey indiePub, Inc. Delaware |
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| April 16, 2012 |
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT EX-10.41 4 v308134ex10-41.htm EXHIBIT 10.41 Exhibit 10.41 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT This Third Amendment (this “Amendment”) is executed and delivered as of February 14, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011, as amended by the First Amendment thereto, dated as of Ja |
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| April 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 5, 2012 |
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): April 3, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| March 29, 2012 |
- FORM 12B-25 NOTIFICATION OF LATE FILING OF 10-K OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: June 30, 2012 Estimated average burden hours per response…. .2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2011 o Transition R |
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| March 28, 2012 |
Amendment No. 8 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ZOO ENTERTAINMENT, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 2450 Colorado Avenue, Suite 100, Ea |
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| March 15, 2012 |
Joint Filing Agreement Exhibit III JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0. |
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| March 15, 2012 |
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): March 9, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| March 15, 2012 |
EX-99.II 3 d316586dex99ii.htm WARRANT Exhibit II THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OTHER T |
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| March 15, 2012 |
Amendment No. 7 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* ZOO ENTERTAINMENT, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David E. Smith c/o Coast Asset Management, LLC 2450 Colorado Avenue, Suite 100, Ea |
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| March 15, 2012 |
EX-99.I 2 d316586dex99i.htm LOAN AND SECURITY AGREEMENT Exhibit I LOAN AND SECURITY AGREEMENT MMB Holdings LLC, as Lender, and Zoo Entertainment, Inc., Zoo Games, Inc., Zoo Publishing, Inc., and indiePub, Inc., as Borrowers, Dated: March 9, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Definitions 1 1.2 Terms Generally 9 1.3 UCC Terms 9 1.4 Accounting Terms; GAAP 10 1.5 |
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| March 7, 2012 |
IPUB / indiePub Entertainment, Inc. / Smith David E Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| March 6, 2012 |
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): February 29, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I |
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| February 16, 2012 |
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): February 14, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I |
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| February 14, 2012 |
United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13G Under the securities exchange act of 1934 (AMENDMENT NO. 2) Zoo Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F207 (CUSIP Number) December 31, 2011 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2012 |
IPUB / indiePub Entertainment, Inc. / Crede CG II, Ltd. - SC 13G/A Passive Investment United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13G Under the securities exchange act of 1934 (AMENDMENT NO. 2) Zoo Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F207 (CUSIP Number) December 31, 2011 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 10, 2012 |
IPUB / indiePub Entertainment, Inc. / Lake Union Capital Fund L P Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1 )* Zoo Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F207 (CUSIP Number) D |
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| February 3, 2012 |
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 30, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I. |
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| February 3, 2012 |
IPUB / indiePub Entertainment, Inc. / Smith David E Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| January 25, 2012 |
IPUB / indiePub Entertainment, Inc. / Smith David E Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| January 10, 2012 |
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 4, 2012 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 30, 2011 |
25 1 v24436025.htm FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 OMB APPROVAL OMB Number:3235-00880 Expires: January 31, 2012 Estimated average burden Hours per response……....1.7 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34796 Zoo Entertainment, Inc. NASDA |
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| November 21, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 ZOO ENTER |
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| November 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form. |
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| November 8, 2011 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 2, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 3, 2011 |
SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT Exhibit 10.1 SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT (this “Agreement”) is made as of October 28, 2011 by and between Zoo Publishing, Inc., a New Jersey corporation (“Seller”), the Holders (as defined below) and MMB Holdings LLC, a Delaware limited liability company (“MMB”), as assignee of Panta Distribution, LL |
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| November 3, 2011 |
SECOND REAFFIRMATION OF VALIDITY GUARANTY Exhibit 10.6 SECOND REAFFIRMATION OF VALIDITY GUARANTY SECOND REAFFIRMATION OF VALIDITY GUARANTY, dated as of October 28, 2011, made by David J. Fremed (the “Guarantor”) of MMB Holdings LLC, a Delaware limited liability company (“Agent”) and the Holders (as defined below), in respect of the Guaranty (as defined below). RECITALS WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (the “Company” |
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| November 3, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 28, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I. |
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| November 3, 2011 |
SECOND REAFFIRMATION OF GUARANTY Exhibit 10.4 SECOND REAFFIRMATION OF GUARANTY This SECOND REAFFIRMATION OF GUARANTY, dated as of October 28, 2011, is made by Zoo Games, Inc. (the “Guarantor”) in favor of MMB Holdings LLC, a Delaware limited liability company (“Agent”) and the Holders (as defined below), in respect of the Guaranty (as defined below). RECITALS WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (the “Company”) |
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| November 3, 2011 |
SECOND REAFFIRMATION OF GUARANTY Exhibit 10.3 SECOND REAFFIRMATION OF GUARANTY This SECOND REAFFIRMATION OF GUARANTY, dated as of October 28, 2011, is made by Zoo Entertainment, Inc. (the “Guarantor”) in favor of MMB Holdings LLC, a Delaware limited liability company (“Agent”) and the Holders (as defined below), in respect of the Guaranty (as defined below). RECITALS WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (the “C |
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| November 3, 2011 |
Exhibit 10.2 LIMITED RECOURSE ASSIGNMENT FOR Eight Hundred and Fifty Thousand Dollars ($850,000.00) (the “Purchase Price”), and other good and valuable consideration, as more particularly set forth herein, Panta Distribution, LLC, a Delaware limited liability company (the “Assignor”), hereby sells, assigns, and transfers WITHOUT RECOURSE to MMB Holdings LLC, a Delaware limited liability company, w |
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| November 3, 2011 |
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT Exhibit 10.5 AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT This Amended and Restated Trademark Security Agreement (this “Agreement”) dated as of October 28, 2011, is made by ZOO GAMES, INC., a Delaware corporation (“Grantor”) in favor of MMB HOLDINGS LLC, a Delaware limited liability company (“Secured Party”) as agent for Holders (as defined below). Recitals A. Schedule A hereto lists all regi |
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| October 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorpor |
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| October 14, 2011 |
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): October 7, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| August 31, 2011 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): August 25, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 ZOO ENTERTAINM |
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| August 22, 2011 |
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): August 22, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| August 22, 2011 |
Zoo Entertainment Reports Second Quarter 2011 Results - Zoo Entertainment Reports Second Quarter 2011 Results Cincinnati, OH – August 22, 2011 – Zoo Entertainment, Inc. |
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| August 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form. |
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| July 28, 2011 |
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): July 22, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| July 28, 2011 |
Zoo Entertainment, Inc. Appoints a New Audit Committee Member and Regains Compliance with NASDAQ Listing Rule The Company Named in a Securities Class Action Litigation Cincinnati, OH – July 28, 2011 – Zoo Entertainment, Inc. (NASDAQ CM: ZOOG), a developer, publisher and distributor of digital interactive entertainment, announced today that on July 22, 2011, the Company received a deficiency letter |
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| July 26, 2011 |
ZOO ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCK THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). |
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| July 26, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 1)* Zoo Entertainment, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) Jay Wolf c/o Zoo Entertainmen |
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| July 26, 2011 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2011, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”). BACKGROUND A. The Company and each Investor is exe |
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| July 26, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 1)* Zoo Entertainment, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) Mark Seremet c/o Zoo Entertai |
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| July 26, 2011 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(k) EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Th |
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| July 26, 2011 |
ZOO ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 99.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ZOO ENTERTAINM |
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| July 26, 2011 |
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2011, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”). BACKGROUND A. The Company and each Investor is exe |
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| July 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| July 26, 2011 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2011, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”). BACKGROUND A. The Company and each Investor is exe |
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| July 26, 2011 |
ZOO ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 99.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ZOO ENTERTAINM |
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| July 19, 2011 |
Entry into a Material Definitive Agreement 8-K 1 v2289548k.htm 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): July 13, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission |
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| July 19, 2011 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2011, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”). BACKGROUND A. The Company and each Investor is exe |
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| July 19, 2011 |
Zoo Entertainment Advances Transition to 100% Digital Distribution with Agreement to Monetize Legacy Retail Assets Company Also Completes $1,675,000 Private Placement Financing Cincinnati, OH – July 19, 2011 – Zoo Entertainment, Inc. |
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| July 19, 2011 |
FIRST AMENDMENT TO AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT (this “Amendment”) is made as of July 14, 2011 by and between Zoo Publishing, Inc. |
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| July 19, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZOO ENTERTAINMENT, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F207 (CUSIP Number) Ariza, LLC 575 Broadway, 5th Floor New York, NY 10012 Attention: Deborah Blasucci, Manager (212) 941-2880 (Name, Add |
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| July 19, 2011 |
ZOO ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ZOO ENTERTAINME |
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| June 30, 2011 |
INDIVIDUAL GUARANTY THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURY INDIVIDUAL GUARANTY THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURY This GUARANTY dated as of June 24, 2011, is made by Mark E. |
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| June 30, 2011 |
LIMITED RECOURSE ASSIGNMENT FOR Seven hundred eighty-five thousand four hundred and sixty-six dollars and 91 cents Dollars ($785,466. |
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| June 30, 2011 |
TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the “Agreement”) is made as of the 24th day of June, 2011, and is among WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit, operating division (the “Contractor”), ZOO ENTERTAINMENT, INC. |
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| June 30, 2011 |
CONTINUING UNCONDITIONAL GUARANTY CONTINUING UNCONDITIONAL GUARANTY WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (“Seller”) has executed and delivered that certain Deficiency Promissory Note dated of essentially even date herewith made payable to WORKING CAPITAL SOLUTIONS, INC. (“Purchaser”) in the original principal amount of $340,000.00, and has entered into that certain Termination Agreement Under Factoring and Secur |
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| June 30, 2011 |
REAFFIRMATION OF VALIDITY GUARANTY REAFFIRMATION OF VALIDITY GUARANTY REAFFIRMATION OF VALIDITY GUARANTY, dated as of June 24, 2011, made by David J. |
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| June 30, 2011 |
REAFFIRMATION OF GUARANTY REAFFIRMATION OF GUARANTY, dated as of June 24, 2011, made by Mark E. |
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| June 30, 2011 |
DEFICIENCY PROMISSORY NOTE $340,000.00 June 24, 2011 FOR VALUE RECEIVED, the undersigned, ZOO PUBLISHING, INC. (the “Borrower”) promises to pay to the order of WORKING CAPITAL SOLUTIONS, INC. (the “Lender”) the principal sum of THREE HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($340,000.00) together with all accrued and unpaid interest thereon. This Deficiency Promissory Note (the “Note”) is being e |
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| June 30, 2011 |
AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT THIS AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT (this “Agreement”) is made as of June 24, 2011 by and between Zoo Publishing, Inc. |
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| June 30, 2011 |
Termination Agreement Under Factoring and Security Agreement Termination Agreement Under Factoring and Security Agreement This Termination Agreement Under Factoring and Security Agreement (this “Agreement”) is entered into this 24 day of June, 2011, by and between Zoo Publishing, Inc. |
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| June 30, 2011 |
CONTINUING UNCONDITIONAL GUARANTY CONTINUING UNCONDITIONAL GUARANTY WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (“Seller”) has executed and delivered that certain Deficiency Promissory Note dated of essentially even date herewith made payable to WORKING CAPITAL SOLUTIONS, INC. (“Purchaser”) in the original principal amount of $340,000.00, and has entered into that certain Termination Agreement Under Factoring and Secur |
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| June 30, 2011 |
REAFFIRMATION OF GUARANTY REAFFIRMATION OF GUARANTY, dated as of June 24, 2011, made by Zoo Games, Inc. |
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| June 30, 2011 |
TRADEMARK SECURITY AGREEMENT This Trademark Security Agreement (this “Agreement”) dated as of June 24, 2011, is made by ZOO GAMES, INC. |
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| June 30, 2011 |
Entry into a Material Definitive Agreement 8-K 1 v2274168k.htm 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): June 24, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission |
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| June 30, 2011 |
REAFFIRMATION OF GUARANTY REAFFIRMATION OF GUARANTY, dated as of June 24, 2011, made by Zoo Entertainment, Inc. |
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| June 16, 2011 |
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): June 13, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| June 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zoo Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978F207 (CUSIP Number) May 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| June 13, 2011 |
Submission of Matters to a Vote of Security Holders 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): June 8, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S. |
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| May 16, 2011 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 May 16, 2011 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 May 16, 2011 Mr. David Rosenbaum 9435 Shawnee Run Road Cincinnati, Ohio 45236 Dear Mr. Rosenbaum: This letter amendment (this “Amendment”) hereby amends that certain letter agreement (the “Agreement”) by and between you and Zoo Entertainment, Inc. (the “Company”) dated as of October 1, 2010. In consideration of the promises |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34 |
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| May 16, 2011 |
Zoo Entertainment Reports First Quarter 2011 Results Zoo Entertainment Reports First Quarter 2011 Results Cincinnati, OH – May 16, 2011 – Zoo Entertainment, Inc. |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| May 16, 2011 |
SEPARATION AGREEMENT AND GENERAL RELEASE SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made by and between David Rosenbaum (“Rosenbaum”), on the one hand, and Zoo Entertainment, Inc. |
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| May 16, 2011 |
Results of Operations and Financial Condition 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): May 16, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34796 ZOO ENTERTAIN |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0 |
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| May 5, 2011 |
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): April 29, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R. |
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| May 3, 2011 |
May 3, 2011 Via E-mail Mr. David Fremed Chief Financial Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 Re: Zoo Entertainment, Inc. Form 8-K, Item 4.02 Filed April 15, 2011 File No. 001-34796 Dear Mr. Fremed: We have completed our review of your Form 8-K, Item 4.02 and the related amendment and have no further comments at this time on the specific issues raised. S |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 28, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorpora |
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| April 27, 2011 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 April 27, 2011 Ryan Rohn Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Form 8-K Item 4.02 Filed on April 15, 2011 File No.: 001-34796 Dear Mr. Rohn: We hereby file with the Securities and Exchange Commission (the “Com |
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| April 25, 2011 |
Unregistered Sales of Equity Securities 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): April 19, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-34796 71-1033391 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 20, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 20, 2011 |
April 20, 2011 Via E-mail Mr. David Fremed Chief Financial Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 Re: Zoo Entertainment, Inc. Form 8-K Item 4.02 Filed April 15, 2011 File No. 001-34796 Dear Mr. Fremed: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better under |
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| April 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ............ to ............. Commission file numbe |
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| April 15, 2011 |
THIRD AMENDMENT TO FACTORING AND SECURITY AGREEMENT Exhibit 10.103 THIRD AMENDMENT TO FACTORING AND SECURITY AGREEMENT This THIRD AMENDMENT TO FACTORING AND SECURITY AGREEMENT (this "Third Amendment") is made and entered into this 30th day of November, 2010, among Zoo Games, Inc., a Delaware corporation, Zoo Entertainment, Inc., a Delaware corporation, and Zoo Publishing, Inc., a New Jersey corporation (jointly, severally, and collectively "Seller" |
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| April 15, 2011 |
Zoo Entertainment Reports Fiscal 2010 Results Zoo Entertainment Reports Fiscal 2010 Results Cincinnati, OH – April 15, 2011 – Video game publisher Zoo Entertainment, Inc. |
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| April 15, 2011 |
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): April 13, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| April 15, 2011 |
SECOND AMENDMENT MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT Exhibit 10.104 SECOND AMENDMENT TO MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT This Second Amendment to that certain Master Purchase Order Assignment Agreement (the "Amendment") is made as of the 6th day of April, 2011, between WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Contractor") and ZOO ENTERTAINMENT, INC., a Delaware corporation, ZOO PUBLISHING, INC., a New Jersey corporation, and ZOO GAMES, |
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| April 15, 2011 |
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): April 15, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| April 15, 2011 |
Subsidiaries of Zoo Entertainment, Inc. Exhibit 21.1 Subsidiaries of Zoo Entertainment, Inc. Name of Subsidiary State of Incorporation Zoo Games, Inc. Delaware Zoo Publishing, Inc. New Jersey indiePub, Inc. Delaware |
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| April 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o |
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| March 14, 2011 |
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): March 8, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R. |
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| March 10, 2011 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned has made, constituted and appointed, and by this instrument does make, constitute and appoint KENNETH R. |
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| February 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Zoo Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F207 (CUSIP Number) February 14, 2011 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Zoo Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 98978F108 (CUSIP Number) December 31, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Zoo Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F207 (CUSIP Number) February 14, 2011 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 11, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2011 |
Zoo Entertainment Expects to Report Record 2010 Results and Launches All-New Division, indiePub Mobile Cincinnati, OH – January 31, 2011 – Based on preliminary unaudited information, Zoo Entertainment (NASDAQ:ZOOG), a leading developer and marketer of interactive entertainment software, expects to report record revenue between $67 million and $69 million for the fiscal year ended December 31, 2010, which would represent a 38% to 42% increase compared to the fiscal year ended December 31, 2009. |
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| February 2, 2011 |
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 31, 2011 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I |
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| February 1, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 22, 2010 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 12, 2010 |
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): November 11, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) ( |
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| November 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-124829 ZOO ENTE |
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| November 12, 2010 |
FOR IMMEDIATE RELEASE ZOO ENTERTAINMENT REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS Year-over-Year Revenue Doubles; Third Quarter Net Income of $314,000 Cincinnati, OH – November 11, 2010 - Zoo Entertainment, Inc. |
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| October 7, 2010 |
Entry into a Material Definitive Agreement 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): October 1, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I. |
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| October 7, 2010 |
SECOND AMENDMENT TO FACTORING AND SECURITY AGREEMENT SECOND AMENDMENT TO FACTORING AND SECURITY AGREEMENT This SECOND AMENDMENT TO FACTORING AND SECURITY AGREEMENT (this "Second Amendment") is made and entered into this 1st day of October, 2010, among Zoo Games, Inc. |
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| October 7, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 October 1, 2010 Mr. David Rosenbaum 9435 Shawnee Run Road Cincinnati, OH 45236 Dear Mr. Rosenbaum: This letter agreement (this “Agreement”) hereby amends and restates in its entirety that certain letter agreement, by and between you and Zoo Entertainment, Inc. (the “Company”), dated as of May 12, 2009, as amended on each of |
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| October 7, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 October 1, 2010 Mr. Mark Seremet 6550 Stoneham Place Cincinnati, OH 45236 Dear Mr. Seremet: This letter agreement (this “Agreement”) hereby amends and restates in its entirety that certain letter agreement, by and between you and Zoo Entertainment, Inc. (the “Company”), dated as of May 12, 2009, as amended on each of August |
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| September 29, 2010 |
Changes in Registrant's Certifying Accountant 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): September 24, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) |
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| September 29, 2010 |
September 29, 2010 Amper, Politziner and Mattia, LLP 2015 Lincoln Highway Edison, NJ 08818-0988 Securities and Exchange Commission 100 F Street, N. |
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| August 17, 2010 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-163937 Filed pursuant to Rule 424(b)(3) Registration No. 333-163937 PROSPECTUS ZOO ENTERTAINMENT, INC. 1,569,204 Shares of Common Stock This Prospectus relates to the resale of up to 1,569,204 shares of our common stock to be offered by the selling stockholders identified herein. Of these shares, (i) 536,140 represent currently issued shares of our common stock to be offered for resale by selling stockho |
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| August 11, 2010 |
As filed with the Securities and Exchange Commission on August 11, 2010 As filed with the Securities and Exchange Commission on August 11, 2010 Registration No. |
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| August 11, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, OH 45209 August 11, 2010 Mark P. Shuman, Branch Chief - Legal Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Zoo Entertainment, Inc. Post-effective Amendment to Form S-1 on Form S-3 Filed July 28, 2010 File No. 333-163937 Dear Mr. Shuman: We are hereby filing with th |
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| August 10, 2010 |
August 10, 2010 Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. |
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| August 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-124829 ZOO ENTERTAIN |
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| August 4, 2010 |
FOR IMMEDIATE RELEASE ZOO ENTERTAINMENT REPORTS RESULTS FOR SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2010 37% Year-over-Year Increase in Second Quarter Revenues Cincinnati, OH – August 4, 2010 - Zoo Entertainment, Inc. |
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| August 4, 2010 |
Results of Operations and Financial Condition 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): August 4, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| July 28, 2010 |
As filed with the Securities and Exchange Commission on July 28, 2010 As filed with the Securities and Exchange Commission on July 28, 2010 Registration No. |
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| July 7, 2010 |
PROSPECTUS ZOO ENTERTAINMENT, INC. 1,569,204 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-163937 PROSPECTUS ZOO ENTERTAINMENT, INC. 1,569,204 Shares of Common Stock This Prospectus relates to the resale of up to 1,569,204 shares of our common stock to be offered by the selling stockholders identified herein. Of these shares, (i) 536,140 represent currently issued shares of our common stock to be offered for resale by selling stockho |
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| July 7, 2010 |
FOR IMMEDIATE RELEASE ZOO ENTERTAINMENT, INC. ANNOUNCES PRICING OF $9,600,000 PUBLIC OFFERING AND TRADING OF ITS SHARES ON THE NASDAQ CAPITAL MARKET Cincinnati, OH – July 7, 2010 - Zoo Entertainment, Inc. (the “Company” or “Zoo”) (NASDAQ CM: ZOO), a leading developer and marketer of interactive entertainment software, today announced it has priced its public offering of 1,600,000 shares of common |
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| July 7, 2010 |
1,600,000 Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT 1,600,000 Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT July 7, 2010 Roth Capital Partners, LLC As Representative of the Several Underwriters Named In Schedule I hereto 24 Corporate Plaza Newport Beach, CA 92660 Ladies and Gentlemen: Subject to the terms and conditions stated herein, Zoo Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to |
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| July 7, 2010 |
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): July 7, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| July 7, 2010 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-167294 PROSPECTUS ZOO ENTERTAINMENT, INC. 1,600,000 Shares of Common Stock We are offering 1,600,000 shares of common stock by this prospectus. Our common stock has been approved for listing on The NASDAQ Capital Market under the symbol “ZOO.” Our common stock was listed on the OTC Bulletin Board under the symbol “ZOOE.OB” prior to July 7, 2010 |
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| July 1, 2010 |
_________ Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT , 2010 Roth Capital Partners, LLC As Representative of the Several Underwriters Named In Schedule I hereto 24 Corporate Plaza Newport Beach, CA 92660 Ladies and Gentlemen: Subject to the terms and conditions stated herein, Zoo Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the |
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| July 1, 2010 |
As filed with the Securities and Exchange Commission on July 1, 2010 Registration No. |
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| June 28, 2010 |
Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 28, 2010 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attention: David L. Orlic, Esq. RE: Zoo Entertainment, Inc. Registration Statement on Form S-1 (Registration No. 333-167294) Acceleration Request Dear |
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| June 28, 2010 |
Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 28, 2010 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attention: David L. Orlic, Esq. RE: Zoo Entertainment, Inc. Registration Statement on Form S-1 (Registration No. 333-163937) Acceleration Request Dear |
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| June 28, 2010 |
ROTH CAPITAL PARTNERS, LLC 24 Corporate Plaza Newport Beach, CA 92660 June 28, 2010 ROTH CAPITAL PARTNERS, LLC 24 Corporate Plaza Newport Beach, CA 92660 June 28, 2010 VIA FACSIMILE AND EDGAR U. |
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| June 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ZOO ENTERTAINMENT, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F207 (CUSIP Number) Ariza, LLC 575 Broadway, 5th Floor New York, NY 10012 Attention: Deborah Blasucci, Manager (212) 941-2880 (Name, Addr |
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| June 25, 2010 |
As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. |
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| June 25, 2010 |
As filed with the Securities and Exchange Commission on June 25, 2010 As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. |
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| June 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 71-1033391 (I.R.S. Employer Identification No.) 3805 Edwards Road, |
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| June 17, 2010 |
As filed with the Securities and Exchange Commission on June 17, 2010 Registration No. |
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| June 17, 2010 |
_________ Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENT , 2010 Roth Capital Partners, LLC As Representative of the Several Underwriters Named In Schedule I hereto 24 Corporate Plaza Newport Beach, CA 92660 Ladies and Gentlemen: Subject to the terms and conditions stated herein, Zoo Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several und |
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| June 15, 2010 |
As filed with the Securities and Exchange Commission on June 15, 2010 As filed with the Securities and Exchange Commission on June 15, 2010 Registration No. |
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| June 15, 2010 |
ZOO ENTERTAINMENT, INC. AUDIT COMMITTEE CHARTER ZOO ENTERTAINMENT, INC. AUDIT COMMITTEE CHARTER I. PURPOSE The Audit Committee shall provide assistance to the Board of Directors (the “Board”) of Zoo Entertainment, Inc. (the “Corporation”) in fulfilling the Board’s responsibility to the Corporation’s shareholders relating to the Corporation’s accounting, financial reporting practices, the system of internal control, the audit process, the qualit |
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| June 15, 2010 |
ZOO ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER ZOO ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The purpose of the Compensation Committee (the “Committee”) of the Board of Directors of Zoo Entertainment, Inc. (the “Corporation”) is: 1. To discharge the responsibilities of the Board of Directors of the Corporation (the “Board of Directors”) relating to compensation of the Corporation’s directors, executive officers and key empl |
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| June 15, 2010 |
ZOO ENTERTAINMENT, INC. CORPORATE CODE OF CONDUCT AND ETHICS ZOO ENTERTAINMENT, INC. CORPORATE CODE OF CONDUCT AND ETHICS FOREWORD This Corporate Code of Conduct and Ethics, referred to as the “Code,” is intended to provide our associates, as defined below, with a clear understanding of the principles of business conduct and ethics that are expected of them. The standards set forth in the Code apply to us all. Every associate of the company must acknowledge |
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| June 15, 2010 |
ZOO ENTERTAINMENT, INC. NOMINATING AND GOVERNANCE COMMITTEE CHARTER ZOO ENTERTAINMENT, INC. NOMINATING AND GOVERNANCE COMMITTEE CHARTER I. PURPOSE The Nominating and Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Zoo Entertainment, Inc. (the “Corporation”): (1) to assist the Board by identifying qualified candidates for director nominees, and to recommend to the Board the director nominees for the next annual meeting |
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| June 14, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 15, 2010 Mr. David L. Orlic, Esq. Attorney-Advisor Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Registration Statement on Form S-1 Filed on June 3, 2010 File No.: 333-167294 Dear Mr. Orlic: We hereby file with the Securities and Ex |
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| June 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 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): June 7, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission F |
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| June 14, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 14, 2010 Morgan Youngwood Staff Accountant Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Form 8-K Filed on June 7, 2010 File No.: 333-163937 Dear Mr. Youngwood: We hereby file with the Securities and Exchange Commission (the “Commis |
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| June 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 3 |
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| June 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE June 10, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Form 8-K Filed on June 7, 2010 File No. 333-163937 Dear Mr. Serement: We have reviewed your filing and have the following c |
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| June 10, 2010 |
As filed with the Securities and Exchange Commission on June 10, 2010 As filed with the Securities and Exchange Commission on June 10, 2010 Registration No. |
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| June 10, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 10, 2010 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 June 10, 2010 Mr. David L. Orlic, Esq. Attorney-Advisor Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Amendment No.3 to Registration Statement on Form S-1 Filed on May 20, 2010 File No.: 333-163937 Form 10-Q/A for the Fiscal Quarter Ende |
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| June 10, 2010 |
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) made effective as of the 1st day of April 2010 by and between Zoo Publishing, Inc. |
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| June 10, 2010 |
June 10, 2010 Mr. Mark Seremet Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Registration Statement on Form S-1 Filed June 3, 2010 File No. 333-167294 Dear Mr. Seremet: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you |
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| June 10, 2010 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| June 8, 2010 |
June 8, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed on May 20, 2010 File No. 333-163937 Form 10-Q/A for the Fiscal Quarter Ended September 30, 2009 Filed on June 4, 2010 File No. 333-124829 Dear Mr. Seremet: We have revi |
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| June 4, 2010 |
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): June 4, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| June 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 3 |
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| June 3, 2010 |
As filed with the Securities and Exchange Commission on June 3, 2010 As filed with the Securities and Exchange Commission on June 3, 2010 Registration No. |
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| May 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 333-124829 |
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| May 20, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 May 20, 2010 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 May 20, 2010 Mr. Mark P. Shuman Branch Chief-Legal Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Amendment No. 2 to Registration Statement on Form S-1 File No.: 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 Filed April |
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| May 20, 2010 |
As filed with the Securities and Exchange Commission on May 20, 2010 As filed with the Securities and Exchange Commission on May 20, 2010 Registration No. |
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| May 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-124829 ZOO ENTERTAI |
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| May 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 11, 2010 |
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ZOO ENTERTAINMENT, INC. |
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| May 11, 2010 |
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): May 10, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S |
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| May 11, 2010 |
ZOO ENTERTAINMENT EFFECTUATES ONE-FOR-600 REVERSE STOCK SPLIT ZOO ENTERTAINMENT EFFECTUATES ONE-FOR-600 REVERSE STOCK SPLIT Cincinnati, OH – May 10, 2010 - - Zoo Entertainment, Inc. |
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| May 5, 2010 |
ZOO ENTERTAINMENT, INC. ANNOUNCES A ONE-FOR-600 REVERSE STOCK SPLIT ZOO ENTERTAINMENT, INC. ANNOUNCES A ONE-FOR-600 REVERSE STOCK SPLIT Cincinnati – May 4, 2010: Zoo Entertainment, Inc. (ZOOE.OB), a leading international publisher and developer of interactive entertainment software, today announced that its Board of Directors has approved a reverse stock split of its common stock at a ratio of one for 600 shares, to take effect on or about May 10, 2010. The compan |
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| May 5, 2010 |
Mail Stop 4561 May 5, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed on April 15, 2010 File No. 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 Filed April 15, 2009 File No. 333-124829 Dear Mr. Seremet: We |
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| May 5, 2010 |
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): May 4, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R.S. |
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| April 15, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 71-1033391 (I.R.S. Employer Ide |
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| April 15, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 400 Cincinnati, Ohio 45209 April 15, 2010 Mr. Mark P. Shuman Branch Chief-Legal Securities and Exchange Commission Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Registration Statement on Form S-1/A Filed initially on December 22, 2009, as amended on February 2, 2010 File No.: 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 File |
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| April 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No.)* Zoo Entertainment, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities)) 98978F108 (CUSIP Number) Mark Seremet c/o Zoo Entertain |
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| April 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No.)* Zoo Entertainment, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) David Rosenbaum c/o Zoo Enterta |
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| April 7, 2010 |
FIRST AMENDMENT TO FACTORING AND SECURITY AGREEMENT FIRST AMENDMENT TO FACTORING AND SECURITY AGREEMENT This FIRST AMENDMENT TO FACTORING AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 1st day of April, 2010, between Zoo Publishing, Inc. |
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| April 7, 2010 |
8-K 1 v1803138k.htm 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): April 1, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commissio |
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| April 7, 2010 |
FIRST AMENDMENT MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT FIRST AMENDMENT TO MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT This First Amendment to that certain Amended and Restated Master Purchase Order Assignment Agreement (the “Amendment”) is made as of the 6th day of April 2010, between WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit, operating division (the “Contractor”), ZOO ENTERTAINMENT, INC. |
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| March 31, 2010 |
NON-QUALIFIED STOCK OPTION AGREEMENT ZOO ENTERTAINMENT, INC. Exhibit 10.97 NON-QUALIFIED STOCK OPTION AGREEMENT ZOO ENTERTAINMENT, INC. AGREEMENT made as of the [] day of [], between Zoo Entertainment, Inc. (the “Company”), a Delaware corporation, and [] (the “Participant”). WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.001 par value per share (the “Shares”), [outside of/pursuant to] the Compan |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ZOO ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F108 (CUSIP Number) December 16, 2009 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 333-124829 ZOO ENTERTAINMENT |
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| March 31, 2010 |
RESTRICTED STOCK AGREEMENT ZOO ENTERTAINMENT, INC. Exhibit 10.98 RESTRICTED STOCK AGREEMENT ZOO ENTERTAINMENT, INC. AGREEMENT made as of the [] day of [] (the “Grant Date”), between Zoo Entertainment, Inc. (the “Company”), a Delaware corporation, and [] (the “Participant”). WHEREAS, the Company has adopted the 2007 Employee, Director and Consultant Equity Incentive Plan, as amended (the “Plan”) to promote the interests of the Company by providing |
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| March 16, 2010 |
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ZOO ENTERTAINMENT, INC. |
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| March 16, 2010 |
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): March 10, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) (I.R |
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| March 8, 2010 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| March 4, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No.)* Zoo Entertainment, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 98978F108 (CUSIP Number) Jay Wolf c/o Zoo Entertainment, |
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| February 18, 2010 |
AMENDMENT NUMBER TWO TO THE JUNE 4, 2007 DAVID FREMED EMPLOYMENT AGREEMENT AMENDMENT NUMBER TWO TO THE JUNE 4, 2007 DAVID FREMED EMPLOYMENT AGREEMENT This amendment number two (“Amendment 2 |
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| February 18, 2010 |
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of February 15, 2010, by and between Zoo Publishing, Inc. |
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| February 18, 2010 |
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): February 11, 2010 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 333-124829 71-1033391 (State or Other Jurisdiction (Commission File Number) ( |
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| February 18, 2010 |
ZOO ENTERTAINMENT, INC. AMENDMENT NO. 2 TO 2007 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN ZOO ENTERTAINMENT, INC. AMENDMENT NO. 2 TO 2007 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN This Amendment No. 2 (the “Amendment”) to the Zoo Entertainment, Inc. (the “Company”) 2007 Employee, Director and Consultant Stock Plan, as amended (the “Plan”), is hereby effective as of February 11, 2010. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings as |
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| February 18, 2010 |
Mail Stop 4561 February 18, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on February 2, 2010 File No. 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 Filed April 15, 2009 File No. 333-124829 Dear Mr. Sere |
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| February 16, 2010 |
OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D. |
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| February 16, 2010 |
SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement ZOO ENTERTAINMENT, INC. |
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| February 12, 2010 |
Mail Room 4561 February 12, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Preliminary Information Statement on Schedule 14C Filed February 5, 2010 File No. 333-124829 Dear Mr. Seremet: We have completed our review of your Preliminary Information Statement filed on Schedule 14C and |
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| February 5, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 February 5, 2010 David L. Orlic Division of Corporation Finance Securities and Exchange Commission Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Preliminary Information Statement on Schedule 14C File No, 333-124829 Dear Mr. Orlic: Thank you for your letter dated January 22, 2010 regar |
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| February 5, 2010 |
SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement ZOO ENTERTAINMENT, INC. |
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| February 2, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 71-1033391 (I.R.S. Employer Ide |
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| February 2, 2010 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2010 |
ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 ZOO ENTERTAINMENT, INC. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 February 2, 2010 Mr. Mark P. Shuman Branch Chief-Legal Securities and Exchange Commission Washington, D.C. 20549 RE: Zoo Entertainment, Inc. Registration Statement on Form S-1 Filed December 22, 2009 File No.: 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 Filed April 15, 2009 File No.: 333-124829 Dear Mr |
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| January 22, 2010 |
Mail Stop 4561 January 22, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Preliminary Information Statement on Schedule 14C Filed January 15, 2010 File No. 333-124829 Dear Mr. Seremet: This is to advise you that we have limited our review of the above filing to the matters addressed |
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| January 19, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 15, 2010 |
SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement ZOO ENTERTAINMENT, INC. |
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| January 15, 2010 |
Mail Stop 4561 January 15, 2010 Mr. Mark Seremet President and Chief Executive Officer Zoo Entertainment, Inc. 3805 Edwards Road, Suite 605 Cincinnati, Ohio 45209 Re: Zoo Entertainment, Inc. Registration Statement on Form S-1 Filed on December 22, 2009 File No. 333-163937 Form 10-K for the Fiscal Year Ended December 31, 2008 Filed April 15, 2009 File No. 333-124829 Dear Mr. Seremet: We have review |
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| December 29, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ZOO ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978F108 (CUSIP Number) December 16, 2009 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 22, 2009 |
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2009, by and between Zoo Entertainment, Inc. |
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| December 22, 2009 |
AMENDMENT NO. 5 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AMENDMENT NO. 5 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Amendment No. 5 (this “Amendment”), dated as of November 2, 2009, is entered into by and among Zoo Entertainment, Inc. (the “Company”) and the undersigned holders of the Notes (as defined below) representing the Requisite Holders (as defined below). RECITALS WHEREAS, the Company entered into that certain Note Purchase Agreement, da |
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| December 22, 2009 |
AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of December 16, 2009, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), Focus Capital Partners, LLC (“Focus”) and Socius Capital Group, LLC (“Socius,” and together with Focus, the “Lead Investors”). WHEREAS, pursuant to t |
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| December 22, 2009 |
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2009, by and among Zoo Entertainment, Inc. |
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| December 22, 2009 |
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 20, 2009, by and among Zoo Entertainment, Inc. |
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| December 22, 2009 |
Name of Subsidiary State of Incorporation Zoo Games, Inc. Delaware Zoo Publishing, Inc. New Jersey |
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| December 22, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZOO ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 71-1033391 (I.R.S. Employer Identification No.) 3805 Edwards Roa |
