Attached files
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| EX-10.1 - PARETEUM Corp | v165022_ex10-1.htm |
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: November 6, 2009 (date of earliest transaction: October 30,
2009)
ELEPHANT
TALK COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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California
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000-30061
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95-4557538
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(State
of other Jurisdiction of
incorporation)
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(Commission
file no.)
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(IRS
employer identification no.)
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Schiphol
Boulevard 249, 1118 BH Schiphol, The Netherlands
_______
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (31)
(020) 653-5916
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N/A
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Forward
Looking Statements
This Form 8-K and other reports we file
from time to time with the Securities and Exchange Commission (collectively the
“Filings”) contain or may contain forward looking statements and information
that are based upon beliefs of, and information currently available to, our
management as well as estimates and assumptions made by our management. When
used in the filings the words “anticipate”, “believe”, “estimate”, “expect”,
“future”, “intend”, “plan” or the negative of these terms and similar
expressions as they relate to us or our management identify forward looking
statements. Such statements reflect our current view with respect to future
events and are subject to risks, uncertainties, assumptions and other factors
(including the risks contained in the Filings) relating to our industry and our
operations and results of operations. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Although we believe that the
expectations reflected in the forward looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or achievements
and except as required by applicable law, including the securities laws of the
United States, we do not intend to update any of the forward-looking statements
to conform these statements to actual results. The following discussion should
be read in conjunction with the exhibits attached to this Current Report on Form
8-K.
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Heads
of Terms
On
November 2, 2009, Elephant Talk Communications, Inc. (the “Registrant”)
entered into a generally non-binding heads of terms agreement (the “HOT
Agreement”) with ValidSoft Limited (“ValidSoft”), a company organized under the
laws of the Republic of Ireland, and the shareholders of
ValidSoft. The HOT Agreement replaces a previous agreement entered
into on February 23, 2009, between Registrant and ValidSoft.
Under the
HOT Agreement, the Registrant expects to enter into a definitive agreement to
acquire 100% of the issued and outstanding securities of ValidSoft for
consideration consisting of 20% of the issued and outstanding common shares of
Registrant as of February 1, 2009 and warrants to purchase common shares of
Registrant equal to (i) 20% of the issued and outstanding warrants of Registrant
as of February 1, 2009; and (ii) 20% of the issued and outstanding options of
Registrant as of February 1, 2009. Twenty-five percent of the
foregoing consideration shall be placed into escrow and, in the event certain
revenue milestones (as set forth the in the HOT Agreement) have not been
achieved, is subject to forfeiture and cancellation.
The HOT
Agreement includes the payment of a binding break-up fee of € 2,000,000 by
a party if (i) such party breaches the exclusivity and conduct of business
provisions described in the HOT Agreement; (ii) such party terminates
negotiations before December 31, 2009 without good cause (as defined in the HOT
Agreement); or (iii) such party is unable to complete the proposed transactions
substantially upon the terms set forth in the HOT Agreement by December 31,
2009.
This
summary of the terms of the HOT Agreement is qualified in its entirety by
reference to the HOT Agreement, filed as Exhibit 10.1 to this Current
Report, and incorporated by reference as if set forth in
full.
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Item
9.01.
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Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description | |
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10.1*
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Heads
of Terms Agreement, dated November 2, 2009, among Elephant Talk
Communications, Inc., ValidSoft Limited and the shareholders of ValidSoft
Limited.
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*
Portions of this document have been omitted based on a request for
confidential treatment submitted to the SEC. The unredacted document
has been separately filed with the SEC. The redacted information is confidential
information of the Registrant, ValidSoft Limited and the shareholders of
ValidSoft Limited.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of
1934, the Company has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ELEPHANT TALK COMMUNICATIONS,
INC.
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By:
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/s/ Steven van der Velden | ||
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Name: Steven van der
Velden
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Title: President and Chief
Executive Officer
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Dated: November 6, 2009