U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 30, 2003
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URBAN TELEVISION NETWORK CORPORATION
(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
18505 Highway 377 South, Fort Worth, TX 76126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 512 - 3033
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(Registrant's former name and address)
Item 1. Change in Control of Registrant.
On October 30, 2003, we completed a stock subscription agreement with
Wright Entertainment, LLC, a Nevada limited liability company. We sold Fourteen
Million (14,000,000) common shares for Seven Million ($7,000,000) Dollars or
Fifty ($0.50) Cents per share. The stock sale was structured as an installment
stock sale. The terms of the stock sale are as follows: $500,000 down, the
$6,500,000 balance payable on a promissory note at $875,000 Dollars quarterly,
including 6% interest on the declining balance. The first $875,000 installment
payment will be due December 31, 2003. All of the shares have been pledged as
security for the promissory note and will be physically held by the company.
Additionally, the board of directors authorized the payment of Four Million
(4,000,000) common shares to Wright Entertainment for executive management
services. This compensation stock was valued at Fifty ($0.50) Cents per share
consideration.
On October 30, 2003, seven of our shareholders sold Four Million
(4,000,000) common shares to Wright Entertainment, LLC for Two Million
($2,000,000) Dollars. The stock sale was structured as an installment stock
sale. The terms of this sale are $100,000 down, the $1,900,000 Dollar balance
payable on a promissory note at $250,000 Dollars quarterly, including 6%
interest on the declining balance. The first installment payment will be due
December 31, 2003. The selling shareholders were Richard Halden, Laura S.
Moseley, Jonathan Moseley, Travis TeSelle, Marc Pace, Stanley Woods and Timothy
Halden.
In summary, Wright Entertainment has acquired a total of Twenty-two
Million (22,000,000)common shares of our company's common stock, 18,000,000
directly from the company and 4,000,000 from selling shareholders. With this
purchase, our total issued and outstanding common stock has risen to 43,729,636
shares. Wright has acquired a 50.3% majority interest in our company's common
stock. These shares issued above were issued in a private transactions pursuant
to Section 4(1) and 4(2) of the Securities Act of 1933, as amended. These shares
are considered restricted securities and may not be publicly resold unless
registered for resale with appropriate governmental agencies or unless exempt
from any applicable registration requirements.
Wright Entertainment has given Randy Moseley an irrevocable common
stock proxy to vote all of our company shares acquired by Wright until Wright
has satisfied its purchase obligations. We anticipate that we may release
Wright's pledged company shares and voting proxies, on a pro-rata basis, as
Wright makes its quarterly payments on the note.
Item 5. Other Events and Regulation FD Disclosure.
On October 30, 2003, the Board of Directors nominated Lonnie G. Wright,
as the Chairman of the Board of Directors and President, Chief Executive Officer
replacing Randy Moseley. Mr. Moseley will continue to serve the company as a
board director, Executive Vice President and Chief Financial Officer. In
connection with Wright Entertainment's stock purchase, our board of directors
amended the By-Laws increasing the number of board seats. The board nominated
four new board members and officer positions. Justin Nemec resigned his board
seat creating a vacancy. Conrad Bullard was named board director and Executive
Vice President of Development and Productions. Anthony K. Campbell was named
board director and Executive Vice President of Programming. C. Bruno Olivier was
named board director and Executive Vice President of Marketing and Corporate
Operations. Joseph R. Miles III was named board director and Executive Vice
President of Network Operations.
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.
Urban Television Network Corporation
Dated: October 30, 2003
/s/ Randy Moseley
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By: Randy Moseley
Title: President