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 24, 2009
Red Mile
Entertainment, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation)
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000-50814
(Commission
File
Number)
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20-4441647
(IRS
Employer
Identification
Number)
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223 San
Anselmo Way, #3
San
Anselmo, CA 94960
(Address
of principal executive offices) (Zip Code)
(415)
339-4240
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement
As
previously reported on June 26, 2008, Red Mile Entertainment, Inc. (the
“Company”) and Atari Interactive, Inc. (“Atari”) entered into a Publishing
Agreement on June 20, 2008 (the “Publishing Agreement”) pursuant to which
Red Mile granted Atari an exclusive worldwide license to publish, sell and
distribute the interactive game under the working title “Heroes over Europe”
(the “Title”) for Microsoft Windows®-based
personal computers and the Sony PlayStation 3® and
Microsoft Xbox 360®
consoles. A copy of the Publishing Agreement was attached as Exhibit 10.7
to the Company’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission (“SEC”) on August 14, 2008. Portions of the
Publishing Agreement were omitted and filed separately with the SEC pursuant to
a request for confidential treatment.
Pursuant
to the Publishing Agreement, Atari made a cash payment to the Company upon
execution of the Publishing Agreement and agreed to pay the Company periodically
as the Company achieved certain development milestones. Atari also agreed to pay
royalties to the Company based on Atari’s net receipts from sales of the Title,
after recoupment of the periodic milestone payments. The Publishing Agreement
has a term of seven years after the initial release of the Title.
As
previously reported on February 18, 2009, on February 11, 2009, Atari sent the
Company a termination notice with respect to the Publishing Agreement, claiming
that the Company breached the Publishing Agreement. Atari ceased
making milestone payments to the Company.
On
February 24, 2009, the Company and Atari entered into a Buyout Agreement (the
“Buyout Agreement”) pursuant to which Atari would release to the Company the
rights to the Title in exchange for certain payments from the
Company.
The total
amount of the Buyout Fee includes a payment upon execution of the Buyout
Agreement and 2 tiers of royalties to Atari based on certain definitions of net
receipts in each tier after recoupment of amounts previously paid to Atari under
the Buyout Agreement.
On
receipt by Atari of the Initial Payment, all the rights licensed by Company to
Atari pursuant to the Publishing Agreement will immediately revert to
Company.
Under the
Buyout Agreement, the Company and Atari agreed to a mutual release of
claims.
The
Company intends to file the Agreement as an attachment to its annual report on
Form 10-K for the year ending March 31, 2009.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RED
MILE ENTERTAINMENT, INC. |
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Dated:
March 2, 2009
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By:
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/s/ Chester
Aldridge |
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Chester
Aldridge |
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Chief
Executive Officer |
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