UNITED STATES
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): August 9, 2006
THE SINGING MACHINE COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24968 95-3795478
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (954) 596-1000
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2006, we entered into a Securities Purchase Agreement (the
"Purchase Agreements") with two accredited and/or institutional investors (the
"Purchasers") pursuant to which we agreed to sell and issue 2,300,000 shares of
common stock, $.01 par value per share (the "Common Shares") for an aggregate
purchase price of $1,000,500, or a per share purchase price of $0.435. Subject
to customary closing conditions as specified in the Purchase Agreement, the
closing of the offering is subject to the approval of the American Stock
Exchange of the listing of the Common Shares. The parties intend to complete
this offering within the next 30 days, assuming all closing conditions are met.
In addition, under the Purchase Agreements we granted the Purchasers
"piggy-back" registration rights with respect to the Common Shares on the next
registration statement (other than on Form S-8, S-4 or similar Forms) filed by
us.
On August 14, 2006, we issued a press release announcing the entry into the
Purchase Agreements described above which is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Securities Purchase Agreement dated August 9, 2006, by and between The
Singing Machine Company, Inc. and the Purchasers named on the signature
pages thereto.
99.1 Press release of The Singing Machine Company, Inc. dated August 14,
2006.
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.
THE SINGING MACHINE, COMPANY, INC.
Date: August 14, 2006 /s/ Yi Ping Chan
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Yi Ping Chan
Interim CEO and Chief Operating Officer