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): MARCH 29, 2005
TRIBEWORKS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
000-28675
________________________
(Commission File Number)
DELAWARE 94-3370795
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
243 FRONT STREET
SAN FRANCISCO, CA 94111
_______________________________________________________
(Address of principal executive offices, with zip code)
(415) 674-5555
____________________________________________________
(Registrant's telephone number, including area code)
988 MARKET STREET
SAN FRANCISCO, CA 94102
_____________________________________________________________
(Former name or former address, if changed since last report)
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
An Assignment and Indemnification Agreement, dated March 29, 2005, was
made by and between Tribeworks, Inc., the registrant, and its wholly owned
subsidiary Tribeworks Development Corporation, a California corporation. The
agreement assigns to its subsidiary all material assets and liabilities of the
registrant, except for the registrant's books and records, and liabilities
totaling approximately $136,000. In addition, the subsidiary indemnifies the
registrant against claims based on assigned assets and liabilities. A copy of
this Agreement is being furnished as Exhibit 99.2 to this Current Report on Form
8-K.
A Note in an amount of up to $100,000 was entered into as of March 29,
2005. The lender under the Note is Terrence Hooper, a non-U.S. resident
individual, who is a non-affiliate shareholder of the registrant. The funds are
to be used only for the purposes of a planned reorganization and will be lent to
the registrant only to pay specific reorganization related expenses as they are
incurred. To date no money has been lent under the Note. The Note becomes due
and payable 6 months from the effective date of March 29, 2005 and carries
interest rate of 6% simple interest on any principal lent. A copy of this Note
is being furnished as Exhibit 99.3 to this Current Report on Form 8-K.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
A Note in an amount of up to $100,000 was entered into as of March 29,
2005. The lender under the Note is Terrence Hooper, a non-U.S. resident
individual, who is a non-affiliate shareholder of the registrant. The funds are
to be used only for the purposes of a planned reorganization and will be lent to
the registrant only to pay specific reorganization related expenses as they are
incurred. To date no money has been lent under the Note. The Note becomes due
and payable 6 months from the effective date of March 29, 2005 and carries
interest rate of 6% simple interest on any principal lent. A copy of this Note
is being furnished as Exhibit 99.3 to this Current Report on Form 8-K.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On March 30, 2005, the registrant announced a plan of reorganization
intended to allow the company to maintain its public reporting requirements,
reduce its debt, and explore new business directions. The plan of reorganization
includes the transfer of most assets and liabilities to the registrant's
operating subsidiary, Tribeworks Development Corporation, and possible sale of
the subsidiary to current management or others. After further development, the
plan is expected to be submitted to shareholders for a vote later this year. A
Note in an amount of up to $100,000 was entered into as of March 29, 2005 to
help cover reorganization costs, which are estimated to be the following:
Accounting Fees: $30,000, Temporary Accountant: $5,000, Tribeworks Development
Corp. Valuation: $15,000, Sell-off Administrative Costs: $7,000, Attorney Fees:
$20,000, Annual General Meeting: $5,000. The funds received under the note are
being held in escrow and will be released from escrow only as applicable
expenses are incurred.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) Effective March 29, 2005, Duncan Kennedy and Patrick Soquet
voluntarily resigned as Directors of the registrant. Duncan Kennedy also
resigned as the CEO and President of the registrant effective as of the same
date.
(c) Effective March 29, 2005, J. Glenn Pogue was appointed by the Board
of Directors as CEO of the registrant. During the last five years, Mr. Pogue has
worked for public companies in numerous investor relations capacities, including
working as an employee of the registrant during 2004. Mr. Pogue is currently
Vice President of Indico Technologies LTD (TSX_IND). The registrant currently
has no compensation agreement with Mr. Pogue.
(d) Effective March 29, 2005, J. Glenn Pogue was appointed by the Board
as a Director of the registrant to fill a vacancy until the next annual general
meeting of shareholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-B:
Exhibit No. Description
___________ ___________
99.1 Press release entitled "Tribeworks Announces Major
Restructuring", dated March 29, 2005
99.2 Asset and Liability Assignment and Indemnification Agreement,
dated March 29, 2005
99.3 Promissory Note, dated March 29, 2005
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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.
TRIBEWORKS, INC.
Dated: March 31, 2005 By: /s/ J. GLENN POGUE
___________________________
J. Glenn Pogue
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
___________ ___________
99.1 Press release entitled "Tribeworks Announces Major
Restructuring", dated March 29, 2005
99.2 Asset and Liability Assignment and Indemnification Agreement,
dated March 29, 2005
99.3 Promissory Note, dated March 29, 2005
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