UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~August~~December 119, 2008

SendTec, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51702	43-2053462
(State or other jurisdictionof incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

877 Executive Center Drive West

St. Petersburg, FL

33702

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (727) 576-6630

(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 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On ~~August~~and effective as of December 119, 2008, Carl Cohen resigned from the Board of Directors of SendTec, Inc., ~~a Delaware corporation~~ (the “Registrant”),. ~~issued~~Mr. Cohen was also a ~~press~~member ~~release~~of ~~announcing~~ the ~~closing~~Registrant’s ofAudit ~~the~~Committee. ~~exchange~~Mr. Cohen ofhad ~~its~~been ~~Amended~~designated ~~and~~as ~~Restated~~a ~~Debentures,~~Director ~~issued~~ pursuant to the ~~Registrant’s~~ Recapitalization Agreement, dated as of March 25, 2008, ~~for~~and aamended ~~combination~~as of ~~Series~~August 22, B2008 ~~Preferred~~(the ~~Stock~~“Recapitalization Agreement”), by and ~~Residual~~among the Registrant, SendTec Acquisition Corp., the Registrant’s wholly owned subsidiary (“STAC”), the holders (the “Holders”) of STAC’s 6% Senior Secured Convertible Debentures due ~~July~~ March 31, ~~2011~~2008, and Christiana Corporate Services, Inc., Ain ~~copy~~its ofcapacity as administrative agent for the ~~press~~Holders ~~release~~(the is“Agent”). ~~attached~~The ~~hereto~~Holders, who have the right under the Recapitalization Agreement in conjunction with the Voting Agreement dated as ~~Exhibit~~of ~~99.1~~March 26, ~~and~~2008, isto ~~incorporated~~designate ~~herein~~the person to fill the director vacancy created by ~~reference~~Mr. Cohen’s resignation, have not yet designated a person to be elected as the replacement for Mr. Cohen.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 1, 2008.

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 thereunto duly authorized.

SENDTEC, INC. By: /s/ Paul Soltoff Name: Paul Soltoff Title: ~~CEO~~Chief Executive Officer

Date: ~~August 5~~December 23, 2008

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated August 1, 2008.

Filing Compare · SENDTEC, INC.