kl05067.htm
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):
May
18,
2007
DYNABAZAAR,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE
OR
OTHER JURISDICTION OF INCORPORATION)
|
000-29423
(COMMISSION
FILE NUMBER)
|
04-3551937
(I.R.S.
EMPLOYER IDENTIFICATION NO.)
|
|
888
Seventh Avenue
New
York, New York 10019
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
(212)
974-5730
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
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):
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
r
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
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|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement.
The
Board
of Directors of Dynabazaar, Inc. (the “Company”), including each director
independent of the Company and Barington Capital Group, L.P. (“Barington”),
approved as of May 18, 2007 an amendment (the “Amendment”) to the services
agreement between Barington and the Company dated as of December 17, 2004 (as
amended, the “Services Agreement”). The Amendment provides for the
termination of the administrative services provided by Barington on behalf
of
the Company under the Services Agreement (as well as the termination of the
monthly payments made by the Company to Barington for such services) immediately
following the closing of the transactions contemplated by the Amended and
Restated Agreement and Plan of Merger (the “Merger Agreement”) entered into as
of February 26, 2007 by and among the Company, L Q Corporation, Inc., a Delaware
corporation, and LQ Merger Corp., a Delaware corporation and wholly-owned
subsidiary of the Company.
It
is the belief of the Company that,
following the closing of the transactions contemplated by the Merger Agreement,
the combined entity will have the internal resources necessary to fully perform
the administrative services currently being provided to the Company by
Barington. Notwithstanding the termination of the administrative
services provided by Barington following the closing of the merger, the Services
Agreement would continue to run until December 31, 2007, therefore permitting
the Company to continue to have access to legal and financial advisory services
from Barington on an “as requested” basis. There is no requirement
under the Services Agreement, however, for the Company to utilize such services
of Barington.
Barington
is a New York limited
partnership whose general partner is a corporation of which James A. Mitarotonda
is Chairman, President and Chief Executive Officer. Mr. Mitarotonda
is a member of the Board of Directors and the former President and Chief
Executive Officer of the Company. Sebastian E. Cassetta, the
President and Chief Executive Officer of the Company, is a Senior Managing
Director and Chief Operating Officer of Barington. Melvyn Brunt, the
Chief Financial Officer of the Company, also currently serves as the Chief
Financial Officer of Barington.
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:
May
22, 2007
DYNABAZAAR,
INC.
By:
/s/ Melvyn
Brunt
Melvyn
Brunt
Chief
Financial Officer