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, 2008
INTERNATIONAL FIGHT LEAGUE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-21134
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04-2893483 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer Identification
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38 Park Avenue, 2nd Floor, Rutherford, NJ 07070
(Address of Principal Executive Offices)(Zip Code)
(201) 635-1799
Registrant’s Telephone Number
Not Applicable
(Former Address, if changed since Last Report) (Zip 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 (see General
Instruction A.2. below):
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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)) |
Item 8.01 — Other Events.
Orders Entered By the Court In IFLC’s Bankruptcy Proceeding
As previously disclosed, on September 15, 2008, IFL Corp. (“IFLC”), a wholly-owned subsidiary
of International Fight League, Inc. (the “Company”), filed a voluntary petition for reorganization
relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of New York (the “Court”). IFLC’s bankruptcy case is docketed as In re
IFL Corp., Case No. 08-13589 (MG).
On September 19, 2008, IFLC filed with the Court a motion for orders (a) authorizing IFLC to
sell all or substantially all of its assets to HDNet LLC (“HDNet”), subject to higher and better
offers, (b) approving bid procedures, (c) scheduling an auction and sale hearing and (d) granting
related relief (the “Sale Motion”). In connection with the Sale Motion, on September 19, 2008,
IFLC and HDNet entered into an asset purchase agreement (the “Asset Purchase Agreement”), which
contemplates the sale of substantially all of IFLC’s assets (the “Purchased Asset”) to HDNet for
total consideration of $650,000 in cash and the assumption by HDNet of certain liabilities of IFLC.
The Asset Purchase Agreement is subject to higher and better offers as set forth in the Sale
Motion. The Court approved the Sale Motion on October 10, 2008.
On October 28, 2008, the Court held a hearing on the auction and sale of the Purchased Assets
as contemplated by the Sale Motion and entered an order (“Sale Order”) authorizing IFLC to sell the
Purchased Assets to HDNet for total consideration of $650,000 in cash and the assumption by HDNet
of certain liabilities of IFLC, as set forth in the Asset Purchase Agreement.
The description of the Sale Order set forth in this report is not a complete description and
is qualified in its entirety by reference to the full text of the Sale Order, a copy of which is
attached hereto as Exhibit 99.1. A copy of the Asset Purchase Agreement is included as Exhibit
10.1 to the Current Report on Form 8-K filed by the Company on September 24, 2008.
Where to Obtain Additional Information About IFLC’s Bankruptcy Proceeding
Additional information about IFLC’s bankruptcy filing, including access to Court documents and
other general information about the chapter 11 cases, is available online at www.nysb.uscourts.gov
to users of the Court’s case filing system (the User’s Manual for the Electronic Case Filing System
can be found at http://www.nysb.uscourts.gov, the official website for the Court), and to all other
persons from the Clerk of the Court during normal business hours. The Court is located at One
Bowling Green, New York, New York 10004. Materials filed with the Court are not prepared for the
purpose of providing a basis for an investment decision relating to Company’s securities or for
comparison with other financial information filed with the U.S. Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 – Order entered by the Court on October 28, 2008.
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