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
5,
2008
SINGLE
TOUCH SYSTEMS INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
33-73004
|
|
13-4122844
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
32
Poplar Place
Fanwood,
NJ
|
|
07023
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(Registrant’s
telephone number, including area code)
Hosting
Site Network, Inc.
(Former
name 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.
Second
Addendum to Single Touch Merger Agreement
On
June
10, 2008 we executed a Second Addendum to the Agreement and Plan of Merger
and
Reorganization dated March 20, 2008 among us, Single Touch Acquisition Corp.
and
Single Touch Interactive, Inc. (the “Merger Agreement”). The Second Addendum
provides for us to engage in a 3:1 forward stock split in the form of a stock
dividend prior to the closing under the merger Agreement without any effect
on
the number of shares to be issued to the Single Touch Interactive, Inc.
securityholders at closing under the Merger Agreement. It further provides
that
such forward split will have no effect on the unit conversion price of the
convertible notes presently being offered by us in our offering of up to
$3,300,000 in convertible notes or upon the exercise prices for the Class A
Warrants and Class B Warrants underlying such units. All subscribers to the
note
offering have agreed to this provision and any subsequent subscribers will
be
required to do so as well.
Additional
Bridge Loan and Sale of Additional Convertible Notes
On
May
31, 2008 we accepted subscriptions for an aggregate of $425,000 in convertible
notes being offered as part of our offering of up to $3,300,000 in convertible
notes. Following such closing, we have now sold an aggregate of $2,620,000
of
convertible notes under the offering. On June 5, 2008 we loaned the $425,000
in
subscription proceeds to Single Touch Interactive, Inc. in furtherance of our
March 31, 2008 Bridge Loan Agreement with Single Touch Interactive, Inc. To
date
we have made aggregate loans to Single Touch Interactive, Inc. under the Bridge
Loan Agreement of $2,670,000. Upon making the June 5, 2008 loan we received
a
secured bridge loan note from Single Touch Interactive, Inc., dated June 5,
2008, which is identical, in all material respects, to the other notes we have
received from Single Touch Interactive, Inc. under the Bridge Loan
Agreement.
Item
9.01. Financial Statements and Exhibits.
Exhibits
filed as part of this Report are as follows:
| Exhibit
4.1 |
Secured
$425,000 Bridge Loan Note of Single Touch Interactive, Inc. dated
June 5,
2008
|
| Exhibit
10.1 |
Second
Addendum dated June 10, 2008 to Agreement and Plan of Merger and
Reorganization dated March 20, 2008 among Hosting Site Network, Inc.,
Single Touch Acquisition Corp., and Single Touch Interactive,
Inc.
|
SIGNATURES
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.
|
SINGLE
TOUCH SYSTEMS INC.
|
| |
|
| |
|
|
By:
|
/s/
Scott Vicari
|
| Name: |
Scott
Vicari
|
| Title: |
President
|
Dated: June
18,
2008