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
1, 2008
ONSTREAM
MEDIA CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
(State
or
Other Jurisdiction of Incorporation)
|
000-22849
|
65-0420146
|
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
1291
SW 29 Avenue, Pompano Beach, Florida 33069
(Address
of executive offices and Zip Code)
(954)917-6655
(Registrant's
Telephone Number, Including Area Code)
______________________________
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
[X]
Written
communications pursuant to Rule 425 under the Securities Act (17 CRF
230.425)
[
]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01
Notice
of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On
October 1, 2008 we received a letter from the NASDAQ Stock Market stating that
our common stock is subject to delisting since we failed to hold the required
annual shareholder meeting by September 30, the end of our fiscal year. We
expected to get the notice because we delayed the annual meeting to complete
ongoing negotiations in connection with our proposed acquisition of Narrowstep,
Inc., which will require approval by our shareholders, and to file the related
Registration Statement on Form S-4. A preliminary version of this document
was
filed with the Securities and Exchange Commission on September 23, 2008 and
included a joint proxy statement/prospectus of Onstream and Narrowstep and
other
relevant materials in connection with the proposed transaction and in
preparation of the upcoming annual meeting.
We
requested a hearing with the NASDAQ Listing Qualifications Panel to review
the
determination contained in the October 1, 2008 letter. The NASDAQ Listing
Qualifications Panel has set November 20, 2008 as the date for the hearing,
which will also address the determination in a previously disclosed January
2008
letter from NASDAQ regarding our
non-compliance with another NASDAQ listing requirement as a result of ONSM
common stock closing below $1.00 per share bid price for the 30 consecutive
business days preceding that letter, and such condition continuing to the
present
.
Our
common shares will continue to be listed on NASDAQ pending a decision.
Item
7.01
Regulation
FD Disclosure
Item
8.01
Other
Events
On
October 7, 2008 we issued a press release announcing recent developments related
to a modification of the Definitive Agreement to acquire Narrowstep, Inc.,
an
upgrade to the Digital Media Services Platform (DMSP) and new sales executive
hires, as well as the NASDAQ letter discussed in item 3.01 above. A copy of
the
press release, which is incorporated herein by reference, is attached to this
Current Report on Form 8-K as Exhibit 99.1. The discussion of the modification
of the Definitive Agreement to acquire Narrowstep in this press release does
not
purport to be complete and is qualified in its entirety by the full text of
the
modification, which is discussed in more detail and attached to our report
on
Form 8-K/A filed with the SEC on September 19, 2008.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this document and elsewhere by Onstream Media are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act
of 1995. Such information includes, without limitation, the business outlook,
assessment of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of the
company. Such forward-looking statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors which may cause or contribute to actual results of company operations,
or the performance or achievements of the company or industry results, to differ
materially from those expressed, or implied by the forward-looking statements.
In addition to any such risks, uncertainties and other factors discussed
elsewhere herein, risks, uncertainties and other factors that could cause or
contribute to actual results differing materially from those expressed or
implied for the forward- looking statements include, but are not limited to
fluctuations in demand; changes to economic growth in the U.S. economy;
government policies and regulations, including, but not limited to those
affecting the Internet. Onstream Media undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new information,
future events or otherwise. Actual results, performance or achievements could
differ materially from those anticipated in such forward-looking statements
as a
result of certain factors, including those set forth in Onstream Media
Corporation's filings with the Securities and Exchange
Commission.
Additional
Information and Where to Find It
Onstream
has filed with the SEC a preliminary Registration Statement on Form S-4, which
includes a joint proxy statement/prospectus of Onstream and Narrowstep and
other
relevant materials in connection with the proposed transaction. ONCE DECLARED
EFFECTIVE BY THE SEC, THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO
THE
STOCKHOLDERS OF ONSTREAM AND NARROWSTEP. INVESTORS AND SECURITY HOLDERS OF
ONSTREAM AND NARROWSTEP ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ONSTREAM, NARROWSTEP AND THE PROPOSED
TRANSACTION. The joint proxy statement/prospectus and other relevant materials
(when they become available), and any other documents filed by Onstream or
Narrowstep with the SEC, may be obtained free of charge at the SEC’s web site at
www.sec.gov. Investors and security holders may obtain free copies of the
documents filed with the SEC by Narrowstep at narrowstep.com or by contacting
Narrowstep Investor Relations via telephone at (609) 945-1772. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by Onstream at www.onstreammedia.com or by contacting Onstream’s
Investor Relations via telephone at 646-536-7331. Investors and security holders
are urged to read the joint proxy statement/prospectus and the other relevant
materials when they become available before making any voting or investment
decision with respect to the proposed transaction.
Narrowstep
and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Narrowstep
and Onstream in favor of the proposed transaction. Information about the
directors and executive officers of Narrowstep and their respective interests
in
the proposed transaction will be available in the joint proxy
statement/prospectus.
Onstream
and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Onstream
and Narrowstep in favor of the proposed transaction. Information about the
directors and executive officers of Onstream and their respective interests
in
the proposed transaction will be available in the joint proxy
statement/prospectus.
Item
9.01
Financial
Statements and Exhibits.
(c)
Exhibits
|
Exhibit
No.
|
Description
|
|
|
|
|
99.1
|
Press
release dated October 7, 2008
|
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.
|
|
ONSTREAM
MEDIA CORPORATION
|
|
|
|
|
|
By:
/s/ Robert E. Tomlinson
|
|
October
7, 2008
|
Robert
E. Tomlinson, CFO
|
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