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 7, 2006
Digicorp
(Exact name of registrant as specified in its charter)
Utah 000-33067 87-0398271
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
4143 Glencoe Avenue, Marina Del Rey, CA 90292
(Address of principal executive offices) (zip code)
(310) 728-1450
(Registrant's telephone number, including area code)
Copies to:
Marc J. Ross, 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 February 7, 2006, Digicorp (the "Company") entered into an asset
purchase agreement with Matthew B. Stuart pursuant to which the Company
purchased the following Internet domain names and all materials, intellectual
property, goodwill and records in connection therewith (the "Assets"):
Perreoradio.com, Radioperreo.com, Perreomobile.com, Perreotv.com,
Puroperreo.com, Puroreggaeton.com, Purosandungueo.com, Sandungueoradio.com,
Machetemusic.net, Machetemusic.org, Machetemusica.com and Musicamachete.com. As
consideration for the Assets, the Company issued Mr. Stuart and his nominees an
aggregate of 100,000 shares of common stock. All such shares of common stock are
subject to lock up agreements as follows; 25,000 shares are subject to a lock up
agreement for one year; 25,000 shares are subject to a lock up agreement for two
years; and 50,000 shares are subject to a lock up agreement for three years.
On February 7, 2006, and in accordance with the purchase of the Assets,
the Company entered a three year employment agreement with Mr. Stuart and
granted Mr. Stuart options to acquire 400,000 shares of common stock at an
exercise price equal to the closing price on the date of grant. The exercise of
such options are subject to certain vesting provisions.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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10.1 Asset Purchase Agreement made as of February 7, 2006 by and
between Digicorp and Matthew B. Stuart
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Digicorp
Dated: February 13, 2006 By: /s/ Jay Rifkin
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Name: Jay Rifkin
Title: Chief Executive Officer
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