UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
to
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):August
31, 2005
Ad.Venture
Partners, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-51456
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20-2650200
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(Commission
File No.)
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(IRS
Employer Identification
No.)
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360
Madison Avenue, 21st
Floor
New
York, NY 10017
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (212)
703-7241
N/A
(Former
name or former address, 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 (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
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 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
TABLE
OF CONTENTS
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Item
8.01. Other Events.
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Item
9.01. Financial Statements and Exhibits.
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SIGNATURE
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Exhibit
99.1. Audited Financial Statements.
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Exhibit
99.2. Press Release, dated September 6, 2005.*
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*
Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on September 6,
2005.
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Explanatory
Note
In
connection with the preparation of its Current Report on Form 10-Q for the
quarter ended June 30, 2006, and after consulting with its independent
registered accounting firm, Eisner LLP, Ad.Venture Partners, Inc. (the
“Company”) determined, based on recent interpretations of the accounting for
warrants under Emerging Issues Task Force No. 00-19 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock” (“EITF 00-19”), that the fair value of the warrants issued as part of the
units sold in the Company’s initial public offering and the warrants issuable
upon the exercise of the unit purchase option issued to the underwriters in
the
initial public offering should be reported as a derivative liability rather
than
as equity as has been the Company’s practice.
The
Company has determined it necessary to restate its financial statements
contained within the Company's Form 8-K dated September 6, 2005 for the period
of April 1, 2005 (date of inception) to August 31, 2005, and Form 10-K for
the
period from inception through March 31, 2006 to record the warrants as
derivative liabilities. The Company had previously issued financial statements
which did not classify the fair value of the warrants as a derivative liability,
and the Company’s previously filed financial statements should no longer be
relied upon.
Item
8.01. Other
Events.
On
August 31, 2005, the initial public offering (the “IPO”) of 9,000,000 units
(the “Units”) of Ad.Venture Partners, Inc. (the “Company”) was consummated. Each
Unit consists of one share of common stock, par value $0.0001 (the “Common
Stock”), and two warrants (each, a “Warrant” and collectively, the “Warrants”),
each of which is exercisable for one share of Common Stock. The Units were
sold
at an offering price of $6.00 per Unit, generating gross proceeds of
$54,000,000. Audited financial statements as of August 31, 2005 reflecting
receipt of the proceeds upon consummation of the IPO have been issued by the
Company and are included as Exhibit 99.1 to this Current Report on Form
8-K.
Item
9.01. Financial Statements and Exhibits.
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Exhibits. |
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Exhibit
Number
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Description
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99.1 |
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Audited
Financial Statements
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99.2
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Press
release dated September 6, 2005*
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*
Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on September 6,
2005.
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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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AD.VENTURE
PARTNERS, INC. |
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Dated:
August 29, 2006
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By: |
/s/ Ilan
M. Slasky |
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Ilan
M. Slasky |
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President |