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) September 18,
2006
Commission
File Number 0-15949
BROADCASTER,
INC.
(Exact
name of registrant as specified in its charter)
|
California
|
94-2862863
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer identification No.)
|
|
9201
Oakdale Ave., Chatsworth CA
|
91311
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
(323)
988-0754
(Registrant's
telephone number including area code)
Item
1.01. Entry into a Material Definitive Agreement.
On
September 20, 2006, Broadcaster, Inc. (the “Company”) entered into an Amended
and Restated Executive Employment Agreement with Martin R. Wade,
III, the
Company’s Chief Executive Officer (the “Amended Agreement”). Pursuant to the
terms of the Amended Agreement, Mr. Wade will receive a base
salary of $225,000
per year, subject to such increases, if any, as the Compensation
Committee shall
determine from time to time. Mr. Wade will also be eligible for
cash bonuses
keyed to the Company’s subsidiary, Access-media Networks, Inc. (“Accessmedia”),
achieving pre-determined revenue levels, which cash bonuses could
aggregate
$500,000 during the term of the Amended Agreement. In addition,
Mr. Wade will be
eligible to receive a cash bonus in the event of certain assets
sales, if the
sale occurs prior to the end of 2007. The Amended Agreement provides
that Mr.
Wade is to be awarded a common stock option pursuant to which
he could purchase
up to 3.75 million shares of the Company's Common Stock, at an
exercise price of
$0.95 per share, the price per share of the Company's Common
Stock on September
12, 2006, which was the date the Board of Directors formally
granted the option.
Of these options, 200,000 are fully vested and the remaining
will vest if and
when the Company's Accessmedia revenues reach specified levels.
A copy of the
Amended and Restated Executive Employment Agreement is attached
as Exhibit 1.01.
Item
5.01. Changes in Control of Registrant.
As
of
September 18, 2006, two voting agreements relating to Common
Stock of the
Company (the “Voting Agreements”) were amended to clarify the expiration date of
the Voting Agreements (the “Amendments”). The Voting Agreements are: (1) Parent
Voting Agreement, dated December 16, 2005, between the Company's
wholly owned
subsidiary, Access-media Networks, Inc. (“Accessmedia”), Martin Wade III,
Baytree Capital Associates, LLC and Digital Creative Development
Corporation;
and (2) Company Voting Agreement, dated December 16, 2005 by
and between the
Company, Accessmedia, and certain significant shareholders of
the Company.
Pursuant to the terms of the Voting Agreements, the parties who
are stockholders
of the Company are required to cast their votes in elections
of Directors of the
Company as specified in the respective Voting Agreement. The
only effect of the
Amendments was to clarify the expiration date of the respective
Voting
Agreement. As amended, the Voting Agreements will expire on the
earlier of (1)
December 31, 2010 and (ii) the date upon which shares issued
to former
stockholders of Accessmedia, excluding any shares issued in connection
with any
banking, consulting, broker or other fees or arrangements related
to the merger
whereby Accessmedia became a wholly owned subsidiary of the Company,
represent a
majority of the outstanding shares of common stock of the Company.
No actual
change of control of the Company was effected by the
Amendments.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
1.01. Amended and Restated Executive Employment Agreement by and
between
Broadcaster, Inc. and Martin R. Wade, III.
SIGNATURE
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.
BROADCASTER,
INC.
Dated:
September 22, 2006
By:
/s/ Martin R. Wade, III
Martin
R.
Wade, III
Director
& Chief Executive Officer