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):
February
6, 2008
The
Children’s Internet, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29611
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20-1290331
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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110
Ryan Industrial Ct., Suite 9
San
Ramon, CA 94583
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(925) 743-9420
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):
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
On
February 6, 2008, The Children’s Internet, Inc. (“TCI”) entered into Amendment
No. 2 (the “Amendment”) to the Definitive Stock Purchase Agreement (the “DSPA”)
between Shadrack Films, Inc. (“Shadrack”), The Children’s Internet Holding
Company, LLC (“TCI Holding”), Richard J. Lewis III, and Sholeh Hamedani, as
theretofore amended. Under the Amendment, the date upon which the parties are
permitted to terminate the DSPA if the closing of the DSPA has not occurred
was
extended from January 31, 2008 to February 29, 2008. Each party also waived
any
right to terminate the DSPA that may have arisen due to the lapsing of the
January 31, 2008 termination date prior to the effective date of the Amendment.
A copy of the Amendment is attached hereto as Exhibit 1.1.
Item
9.01
Financial
Statements and Exhibits
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Exhibit
No.
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Description
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1.1
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Amendment
No. 2 to the Definitive Stock Purchase Agreement dated February 6,
2008 by
and among The Children’s Internet, Inc., Shadrack Films, Inc., The
Children’s Internet Holding Company, LLC, Richard Lewis, and Sholeh
Hamedani.
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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.
Date:
February 11, 2008
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THE
CHILDREN’S INTERNET, INC.
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By:
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/s/
Richard
J. Lewis III
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Richard
J. Lewis III
Acting
Chief Executive Officer
Acting
Chief Financial Officer
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Exhibit
1.1
THE
CHILDREN’S INTERNET, INC.
AMENDMENT
NO. 2 TO
THE
DEFINITIVE STOCK PURCHASE AGREEMENT
This
Amendment No. 2 To The Definitive Stock Purchase Agreement
(this
“
Amendment
”)
is
made and entered into as of February 6, 2008, by and among
The
Children’s Internet, Inc.
,
a
Nevada corporation (the “
Company
”),
Shadrack
Films, Inc.
,
a
California corporation (“
Shadrack
”),
The
Children’s Internet Holding Company, LLC
,
a
Delaware limited liability company (“
Purchaser
”),
Richard
J. Lewis
(“
Lewis
”),
and
Sholeh
Hamedani
(“
Hamedani
”).
Any
capitalized terms not defined herein shall have the same meanings given to
them
in the Original Agreement (as defined below).
RECITALS
WHEREAS,
the parties entered into that certain Definitive Stock Purchase Agreement,
dated
as of October 19, 2007, by and among the Company, Shadrack, Purchaser, and
solely with respect to Section 7.1(k) thereof, Lewis and Hamedani (the
“
Original
Agreement
”),
as
amended by Amendment No. 1 to the Original Agreement on December 6, 2007 (the
“
Agreement
”).
WHEREAS,
the parties desire to amend certain termination provisions of the Agreement
as
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration for the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as
follows:
1.
Amendment
.
Section
9.1(b) of the Agreement is amended and restated in its entirety as
follows:
“
(b)
Either
party may terminate this agreement if the Closing shall not have occurred on
or
before February 29, 2008 (unless the failure to close by such date shall be
due
to the action or failure to act of the party seeking to
terminate).”
2.
Miscellaneous
.
a.
Effect
on Agreement
.
Except
as
amended hereby, the Agreement shall remain in full force and
effect.
b.
Waiver
of Right to Terminate.
Each
party hereby waives any right to terminate the Agreement that may have arisen
due to the lapsing of the January 31, 2008 date prior to the effective date
of
this Amendment.
c.
Further
Instruments
.
The
parties agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this
Amendment.
d.
Notice
.
All
notices and communications required or permitted hereunder shall be given as
set
forth in the Original Agreement.
e.
Applicable
Law; Entire Agreement
.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of California as it applies to agreements between California residents,
entered into and to be performed entirely within California. This Amendment
constitutes the entire agreement of the parties with respect to the subject
matter hereof superseding all prior written or oral agreements.
f.
Severability
.
If any
provision of this Amendment is held by a court to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way and shall
be
construed in accordance with the purposes and tenor and effect of this
Amendment.
g.
Counterparts
.
This
Amendment may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.
[
REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK
]
IN
WITNESS WHEREOF
,
the
parties hereto have executed this Amendment as of the date first written
above.
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Company:
The
Children’s Internet, Inc.
Signature:
/s/
Sholeh Hamedani
Print
Name: Sholeh Hamedani
Title:
Chairman
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Purchaser:
The
Children’s Internet Holding Company, LLC
Signature:
/s/
Richard J. Lewis III
Print
Name: Richard J. Lewis III
Title:
Managing Member
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Shadrack:
Shadrack
Films, Inc.
Signature:
/s/
Sholeh Hamedani
Print
Name: Sholeh Hamedani
Title:
President
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Hamedani:
Sholeh
Hamedani
Signature:
/s/
Sholeh Hamedani
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Lewis:
Richard
J. Lewis, III
Signature:
/s/
Richard Lewis
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