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 25, 2009
THE
SINGING MACHINE COMPANY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24968
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95-3795478
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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6601 Lyons Road, Bldg. A-7,
Coconut Creek, Florida 33073
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (954) 596-1000
_________________________________________________
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities.
On April
23, 2009, the board of directors of The Singing Machine Company, Inc. (the
“Company”) approved the issuance and sale to two investors in a private
placement offering under the Securities Act of 1933, as amended (the “Securities
Act”), of 4,717,200 shares of common stock of the Company, par value $0.01 per
share (the “Shares”) at a purchase price of $0.10 per Share. The
Shares were sold in consideration for the settlement of certain trade payables
of the Company aggregating $471,722 pursuant to two securities purchase
agreements, each dated March 25, 2009, by and between the Company and each
respective investor. No underwriting discounts or commissions will be
paid in connection with the transactions.
The
issuance of the Shares are exempt from the registration requirements of the
Securities Act under Section 4(2) of the Securities Act. The offering
is not being registered under the Securities Act and the Shares may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. Each investor is believed
to be a sophisticated investor. Additionally, each investor provided
representations and warranties in its respective purchase agreement that it is
acquiring the shares for investment purposes only and not with a view to any
distribution and that it has had access to information about the Company and the
opportunity to ask question of, and receive satisfactory answers from the
Company and its representatives or agents concerning the terms of the
investment.
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.
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THE
SINGING MACHINE, COMPANY, INC.
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Date:
April 27, 2009
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/s/
Anton
Handal
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Anton
Handal
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Chief
Executive Officer
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