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 31,
2008
HOSTING
SITE NETWORK, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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33-73004
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13-4122844
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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32
Poplar Place
Fanwood,
New Jersey
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07023
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(Address
of principal executive offices)
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(Zip
Code)
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(973)
652-6333
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, 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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Bridge
Loan Agreement
On
March
31, 2008 we entered into a Bridge Loan Agreement with Single Touch Interactive,
Inc. (“STI”), a Nevada corporation. Therein, we agreed to make a series of loans
to STI (the “STI Loans”) in an aggregate amount of up to $3,300,000. Upon making
each STI Loan we will receive a secured bridge loan note from STI (the “STI
Notes”) which shall provide for the payment of interest at the rate of 12% per
annum. Interest and principal on the STI Notes is due on May 31, 2008, subject
to extension by mutual agreement, provided, however, that upon the closing,
on
or prior to May 31, 2008, of the proposed merger (the “Merger”) by and among us,
STI and Single Touch Acquisition Corp., a wholly owned subsidiary of ours,
the
STI Loans shall be forgiven and the STI Notes shall be cancelled and deemed
repaid in full. The Merger and the related Agreement and Plan of Merger, dated
March 20, 2008 have been previously reported in our Current Report on Form
8-K
dated March 20, 2008, which is incorporated herein by reference.
The
STI
Loans shall be secured by STI’s assets as set forth in the March 31, 2008
Security Agreement between us and STI. In the event the Merger is not completed
by May 31, 2008 due to the actions of STI acting without cause, we shall have
the right, at our sole discretion, to cause STI to convert the amount of
principal and interest then due under the STI Notes, in whole or in part, into
units of STI at a price of $1.25 per unit, each unit consisting of one share
of
STI’s common stock, one Class A Warrant to purchase one share of STI common
stock at a price of $1.60 per share at any time during a period of 18 months
from issuance, and one Class B Warrant to purchase one share of STI common
stock
at a price of $2.05 per share at any time during a period of 36 months from
issuance.
In
the
event the Merger is not completed by May 31, 2008 due to actions of ours acting
without cause (the “Lender Action”), STI shall have the right to seek
appropriate legal remedies against us. These remedies will not relieve STI
of
its obligations under the STI Notes. Notwithstanding the foregoing and any
other
provisions of the STI Agreement, in such event STI will be relieved of its
obligation to pay interest under the STI Notes but must pay back all principal
due under the STI Notes within sixty days of May 31, 2008.
On
March
31, 2008 we loaned $1,650,000 to STI and received an STI Note dated March 31,
2008 in the principal amount of $1,650,000. On March 17, 2008 we made a $250,000
bridge loan to STI which is represented by a note of STI dated March 17, 2008
which is due April 16, 2008. We have agreed with STI to convert the March 17,
2008 note into an STI Note which is identical in all material respects to the
March 31, 2008 STI Note.
Security
Agreement
On
March
31, 2008 we entered into a Security Agreement with STI to secure the repayment
of the STI Notes. Pursuant to the Security Agreement STI granted us a security
interest in its assets. Upon the completion of the Merger on or prior to May
31,
2008 or upon payment in full of the STI Notes, the Security Agreement shall
be
terminated and we shall terminate our security interest in STI’s
assets.
HSNI
Notes
On
March 24, 2008 we commenced an offering of up to $3,300,000 in
convertible notes (the Company Notes”) to be sold in reliance on Regulation S or
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
or in reliance on Section 4(2) under the Securities Act. On March 31, 2008
we
accepted subscriptions for an aggregate of $1,650,000. The proceeds were
subsequently loaned to STI as described above. The Company Notes are convertible
into units at any time after issuance at the rate of $1.25 per unit. Each unit
consists of one share of our common stock, one Class A Warrant to purchase
one
share of our common stock for a period of 18 months at an exercise price of
$1.60 per share and one Class B Warrant to purchase one share of our common
stock for period of 36 months at an exercise price of $2.05 per share. The
unit
conversion price and Class A and Class B Warrant exercise prices are subject
to
anti-dilution protection and take into account the prior effectiveness of a
reverse stock split at the rate of 2.3:1 which we intend to effect in
conjunction with the Merger.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
Exhibits
filed as part of this Report are as follows:
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Exhibit
4.1
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Form
of Promissory Note to be issued in the Private Placement Offering
that
commenced on March 24, 2008
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Exhibit
4.2
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Form
of Single Touch Interactive, Inc. Promissory Note
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Exhibit
10.1
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Bridge
Loan Agreement, dated March 31, 2008, between Hosting Site Network,
Inc.
and Single Touch Interactive, Inc.
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Exhibit
10.2
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Security
Agreement, dated March 31, 2008, between Hosting Site Network,
Inc. and
Single Touch Interactive,
Inc.
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SIGNATURE
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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HOSTING
SITE NETWORK, INC.
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April
3,
2008 |
By: |
/s/ Scott
Vicari |
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Name:
Scott Vicari
Title:
President
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