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): April 20, 2006
(April 17, 2006)
ZONE 4 PLAY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-91356 98-0374121
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
103 FOULK ROAD, WILMINGTON, DE 19803
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(Address of principal executive offices) (Zip Code)
(302) 691-6177
(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:
[_] 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 April 17, 2006, Zone 4 Play, Inc., a Delaware corporation ("Z4P") and a
subsidiary of Zone 4 Play, Inc., a Nevada corporation (the "Company") entered
into a master services agreement (the "Agreement") with Two Way Media Limited, a
company incorporated in England and Wales ("TWM") and Ladbrokes E-Gaming
Limited, a company incorporated in England and Wales ("Ladbrokes").
The Agreement provides that Z4P and TWM will provide to Ladbrokes, on a
non-exclusive basis, certain professional services relating to interactive TV
content and technology. The professional services will be provided on a
project-by-project basis under statements of work expected to be issued by
Ladbrokes from time to time.
The first Statement of Work, for a term of five years, was issued on April
17, 2006, and calls for the development and testing of software applications for
a few versions of a roulette game (the "Applications"). For the professional
services to be provided in connection with this Statement of Work, Ladbrokes
agreed to pay the following consideration: (i) Development Fee (as defined in
Exhibit 10.1 attached herein) for the development of the Applications, and (ii)
Revenue Share (as defined in Exhibit 10.1 attached herein) in connection with
each of the Applications. Z4P and TWM will share the revenues received in
connection with the Development Fee and the Revenue Share in equal parts.
A copy of the Agreement and the Statement of Work is filed herewith as
Exhibit 10.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 10.1 Master Services Agreement dated April 17, 2006, by and among
Zone4Play, Inc., Two Way Media Limited and Ladbrokes
E-Gaming Limited, and Statement of Work dated April 17, 2006
issued by Ladbrokes E-Gaming Limited.
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 thereunto duly authorized.
ZONE 4 PLAY, INC.
(registrant)
By: /s/ Uri Levy
Date: April 20, 2006 ----------------
Uri Levy
Chief Financial Officer