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 20, 2006
YouthStream
Media Networks, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27556
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13-4082185
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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|
incorporation
or organization)
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File
Number)
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Identification
Number)
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244
Madison Avenue, PMB #358, New York, New York 10016
(Address
of principal executive offices, including Zip Code)
Registrant's
telephone number, including area code:
(212)
883-0083
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
On
June
20, 2006, Robert N. Weingarten tendered his resignation as the Company’s Chief
Financial Officer and Secretary and with respect to all the positions that
he
holds in the Company’s subsidiaries. Mr. Weingarten’s resignation will be
effective as of August 31, 2006 or earlier if requested by the Company’s
Board of Directors (the “Board”).
On
June
22, 2006, Jonathan V. Diamond tendered his resignation as the Company’s Chief
Executive Officer and with respect to all executive positions that he holds
in
the Company’s subsidiaries. Mr. Diamond’s resignation will be effective as of
August 31, 2006 or earlier if requested by the Board. Mr. Diamond will
continue to serve as the Company’s Chairman of the Board.
The
Board
anticipates filling these executive positions concurrent with their vacancy
and in any event on or before August 31, 2006.
(d)
On
June 26, 2006, the Board increased its size from five to six members and elected
Jess Ravich as a Class III director to fill the newly-created vacancy. At this
time, the Board has not determined if Mr. Ravich will be appointed to any Board
committees.
There
are
no arrangements or understandings between Mr. Ravich and any other person
pursuant to which Mr. Ravich was selected as a director.
Mr. Ravich
is the Chairman and Chief Executive Officer of Libra Securities, LLC (“Libra
Securities”), a Los Angeles based investment banking firm that focuses on
capital raising and financial advisory services for middle market corporate
clients and the sales and trading of debt and equity securities for
institutional investors. Prior
to
founding Libra Securities in 1991, Mr. Ravich was an Executive Vice
President at Jefferies & Co., Inc. and a Senior Vice President at
Drexel Burnham Lambert. Mr. Ravich serves on the board of directors of
Cherokee Inc., Continental AFA Dispensing Company and the board of managers
of
OpBiz, LLC. In addition to his professional responsibilities, Mr. Ravich is
also on the Undergraduate Executive Board of the Wharton School and the Board
of
Trustees of the Archer School for Girls.
Mr.
Ravich is
a
principal of Libra/KES Investment I, LLC (“Libra/KES”), the Manager of KES
Holdings, LLC, a Delaware limited liability company (“KES Holdings”), in which
the Company currently owns a 2.67% membership interest. In addition, affiliates
of Mr. Ravich, including a trust for the benefit of Mr. Ravich and certain
of
his family members (the “Ravich Trust”), are investors in KES Holdings. Through
Mr. Ravich’s relationships with the Ravich Trust, Libra/KES and Libra Securities
Holdings, LLC (“Libra Holdings”), the parent of Libra Securities, Mr. Ravich has
direct and indirect material interests in the following transactions to which
the Company was a party during the last two fiscal years.
As
previously announced, in September 2003, the Company invested $125,000 to
acquire a 1.00% membership interest in KES Holdings (such membership interest
has increased to 2.67% as
a
result of the redemption of another member’s interest),
which
was formed to acquire certain assets of Kentucky Electric Steel, Inc., a
Delaware corporation (“KES”), consisting of a steel mini-mill located in
Ashland, Kentucky (the “Mill”). KES had ceased production on or about
December 16, 2002 and filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code on February 5, 2003. On
September 2, 2003, KES Holdings, through its subsidiary, KES Acquisition
Company, LLC, a Delaware limited liability company (“KES Acquisition”),
completed the acquisition of the Mill pursuant to Section 363 of the United
States Bankruptcy Code for cash consideration of $2,650,000. The acquisition
of
the Mill by KES Acquisition was funded through capital contributions of the
members of KES Holdings, which were also used for start-up costs, working
capital purposes and payment of deferred maintenance on the Mill.
On
March
9, 2005, the Company completed its acquisition of KES Acquisition (the
“Acquisition”), which was deemed effective March 1, 2005. Pursuant to definitive
agreements executed with KES Holdings and Atacama Capital Holdings, Ltd., a
British Virgin Islands company (“Atacama,” and together with KES Holdings,
collectively, the “Sellers”), the Company, through its newly-formed subsidiary,
YouthStream Acquisition Corp., a Delaware corporation (“Acquisition Corp.”),
acquired 100% of the membership interests of KES Acquisition by acquiring (i)
a
37.45% membership interest from KES Holdings and (ii) all of the capital stock
of Atacama KES Holding Corporation (“Atacama KES”), a wholly-owned subsidiary of
Atacama and the owner of the remaining 62.55% membership interest in KES
Acquisition. As consideration for the Acquisition, Acquisition Corp. issued
to
the Sellers (i) $40,000,000 in promissory notes (the “Notes”), (ii) 25,000
shares of 13% Series A Non-Convertible Preferred Stock with an aggregate
liquidation value of $25,000,000 (the “13% Series A Preferred Stock”) and (iii)
100% of its authorized shares of Series B Non-Voting Common Stock. With respect
to the $65,000,000 of purchase consideration, $19,000,000 of the Notes and
$10,000,000 of the 13% Series A Preferred Stock were issued to KES Holdings,
and
$21,000,000 of the Notes and $15,000,000 of the 13% Series A Preferred Stock
were issued to Atacama. Subordinated Promissory Notes issued by KES Acquisition
in the original principal amount of $1,650,000 and $450,000 are payable to
the
Ravich Trust and Libra Holdings, respectively.
Mr.
Ravich either directly or through the Ravich Trust, holds 1,860,000 shares
of
the Company's common stock, warrants to purchase 500,000 shares of the Company's
common stock exercisable through August 31, 2008, 1,000,000 shares of the
Company’s redeemable preferred stock, and an option to purchase 200,000 shares
of the Company’s common stock exercisable through June 26, 2013, which was
issued to Mr. Ravich under the Company’s 2000 Stock Incentive Plan in connection
with his election to the Board.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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YOUTHSTREAM
MEDIA NETWORKS, INC.
(Registrant)
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| Date: June
26, 2006 |
By: |
/s/
ROBERT N. WEINGARTEN |
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Robert
N. Weingarten |
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Chief
Financial Officer |