Attached files
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| EX-99.1 - SKYLYNX COMMUNICATIONS INC | v165769_ex99-1.htm |
| EX-10.11 - SKYLYNX COMMUNICATIONS INC | v165769_ex10-11.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): November 10, 2009
PAWSPLUS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27635
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37-1465836
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||
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(IRS
Employer Identification No.)
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15 Paradise Plaza # 230,
Sarasota, FL 34239
(Address
of principal executive offices) (Zip Code)
Registrant's telephone
number, including area code: (941) 955-1700
SkyLynx Communications,
Inc.
(Former
name or former address, if changed since last report)
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SECTION
1.
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REGISTRANT’S
BUSINESS AND OPERATIONS
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ITEM
1.01
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ENTRY
INTO MATERIAL DEFINITIVE AGREEMENTS
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Introduction
On November 10, 2009, PawsPlus, Inc.
(f/ka SkyLynx Communications, Inc.) (the "Company" or "PawsPlus") closed its
Agreement and Plan of Merger dated September 23, 2009 (the "Merger") (the
"Merger Agreement") between and among the Company, a wholly-owned acquisition
subsidiary of the Company PawsPlus Acquisition Corp. ("PAC"), and Animal Health
Associates, Inc., a Florida corporation ("AHS").
Under the terms of the Agreement, the
shares of Series A Convertible Preferred Stock issuable on the effective date of
the Merger, the Agreement of Merger that is required to be filed with the
Delaware Secretary of State and the Statement of Merger that is required to be
filed with the Florida Secretary of State were delivered into escrow pending
receipt of confirmation satisfactory to both PawsPlus and AHS that the AHS
financial statements could be audited in conformity with applicable legal
requirements. On November 9, 2009, the parties to the Merger received such
confirmation and authorized the release from escrow and filing of the Agreement
of Merger and Statement of Merger. We plan to file those documents, all of which
have been executed and are ready for filing as of the date of this Report, with
the respective Secretaries of State on November 10, 2009, which will be the
effective date ("Effective Date") of the Merger.
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SECTION
2.
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FINANCIAL
INFORMATION
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ITEM
2.01
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COMPLETION
OF ACQUISITION OF ASSETS
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Summary of
Transaction
Pursuant to the Merger Agreement, PAC
merged with and into AHS with AHS as the surviving corporation, and AHS became a
wholly-owned subsidiary of the Company (the "Merger").
Terms of the Merger
Agreement
The Merger Agreement provided for
consummation of the following principal transactions, all of which will be
completed on November 10, 2009:
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Ø
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PAC
merged with and into AHS, with AHS being the surviving corporation and
becoming a wholly-owned subsidiary of the
Company.
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Ø
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Each
issued and outstanding share of AHS common stock was converted
automatically into 6.40 shares of PawsPlus Series A Convertible Preferred
Stock ("Series A Preferred") having a Stated Value of $3.00 per share, or
a total of 780,787 shares of Series A
Preferred.
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Ø
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Each
share of Series A Preferred is convertible into 38.4316 shares of PawsPlus
common stock upon there being sufficient authorized but unissued shares of
common stock available to cover the conversion. Further, each share of
Series A Preferred grants to the holder the voting power of 38.4316 shares
of common stock.
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Ø
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The
shares of PawsPlus Series A Preferred issued upon consummation of the
Merger represented immediately following the Merger approximately 35% of
the total issued and outstanding voting securities of the
Company.
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Ø
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All
shares of Series A Preferred to be issued in the Merger will be held in a
closing escrow (the "Closing Escrow") subject to the completion and filing
with the Securities and Exchange Commission (the "Commission") of all
financial statements and pro forma financial information required by Item
9.01 of Form 8-K and Item 310 of Regulation
SB.
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2
About Animal Health
Associates, Inc.
Animal
Health Associates, Inc. is a Florida corporation, founded in May 1997, and
currently operating in the States of Georgia and Florida, under the brand names
Animal Health Services and Paws Vetcare. Its core focus is on the
treatment, care and vaccinations of canine and feline companion
animals. Animal Health operates more than 300 vaccination clinics per
month in 225 retail location. Animal Health provides convenient and
affordable vaccination services, flea control products and heartworm
preventative care products to the consumer. The recurring pet health
clinic visits bring clients back into the pet retailer, providing convenience
and savings to the consumer and additional customer traffic to the
retailer.
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SECTION
3.
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SECURITIES
AND TRADING MARKETS
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ITEM
3.02
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UNREGISTERED
SALE OF EQUITY SECURITIES
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On the Effective Date, pursuant to the
Merger Agreement, as amended, the Company authorized the issuance of up to
780,787 shares of Series A Convertible Preferred stock pursuant to a Certificate
of Designation filed with the Delaware Secretary of State on May 1,
2006. The relative rights and preferences of the Series A Preferred
can be summarized as follows:
Voting
Rights: Each issued and outstanding share of Series A Preferred shall entitle a
holder to vote on any and all matters presented to the shareholders of
PawsPlus for approval, including the election of directors, based on
the number of shares of Conversion Stock into which the Series A Preferred is
then convertible. The Series A Preferred shall vote together with all other
outstanding shares of voting securities, voting as a single class.
Dividend:
None.
Redemption
Right: None.
Conversion:
Each share of Series A Preferred is convertible into 38.4316 shares of
Conversion Stock as set forth in the Certificate of Designation, at any time, at
the option of the holder, subject to adjustment under certain circumstances. In
addition, the shares of Series A Preferred to be issued hereunder will
automatically convert into Conversion Stock upon there being made available for
issuance a sufficient number of shares of PawsPlus Common Stock that are not
reserved for issuance pursuant to the exercise of outstanding rights to acquire
shares of PawsPlus Common Stock.
Liquidation
Preference. $3.00 per share of Preferred Stock, senior to the rights of holders
of Common Stock.
On the Effective Date of the Merger,
all outstanding shares of AHS common stock converted automatically into an
aggregate of 780,787 shares of Series A Preferred shares were issued to a total
of two shareholders. Each of the AHS shareholders represented that he qualified
as an accredited investor within the meaning of Rule 501(a) of Regulation D. The
shares and the note were taken for investment purposes and are subject to
restrictions on transfer under federal securities laws. The shares of Series A
Preferred were issued without registration under the Securities Act in reliance
upon the exemption from the registration requirements of the Securities Act
contained in Section 4(2) and Rule 506 of Regulation D.
3
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SECTION
5.
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CORPORATE
GOVERNANCE AND MANAGEMENT
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ITEM
5.02
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DEPARTURE
OF DIRECTORS AND PRINCIPAL OFFICERS; ELECTION OFDIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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Board of
Directors
The
following individual was elected to serve as an additional director of the
Company as of the Effective Date of the Merger: George
Johnson. The directors elected as part of the Merger were designated
by AHS pursuant to the Merger Agreement. Committee assignments have not yet been
determined for the newly elected directors.
Executive
Officers
As of the Effective Date of the Merger,
George Johnson was elected to serve as Chief Operating Officer and President of
the Company.
Certain
biographical information related to the director elected as part of the Merger
is set forth below.
George Johnson
Mr. Johnson, age 61, is currently the
President and Chief Operating Officer of PawsPlus, Inc. (PPLS). He is
also the President and Founder of Animal Health Associates, Inc. a subsidiary of
PawsPlus. Mr. Johnson, along with his wife founded Animal Health
Associates, Inc. in May of 1997. After acquiring 30 independent
vaccination clinics in Florida, a division of AHA emerged named Animal Health
Services (AHS). Animal Health Services grew to a stronger, more
viable company within a few months with the addition of the largest pet retail
chain in Florida as its anchor account with over 70 locations. Its growth has
continued to expand throughout Florida and Georgia for a current total of 225
different clinic site locations. Premium Product Supply was also founded under
Animal Health Associates, Inc. to service e-commerce and wholesale
distribution.
Prior to AHA, Mr. Johnson was VP
Operations of Pet Vaccines Services (PVS) and Pet Prevent-a-Care (PPC) based out
of California from late 1993 through 1997. These two companies
provided affordable health care to pets throughout seven states. PVS
and PPC were the original founding companies of virtually every vaccination
company that exists today. Mr. Johnson was hired to solidify the
operational structure of the company and to assist in new sales opportunities.
In 1996 the company’s owners lost the contract with their anchor host account,
resulting in the decision to territorialize the veterinary clinic model. As a
result, several new companies were developed, including Animal Health
Associates, Inc.
Certain Relationships and
Related Transactions
As part
of the Merger, Mr. Johnson and his wife, the sole shareholders of AHS, received
780,787 shares of PawsPlus Series A Preferred Stock. Those shares represent an
aggregate of 30,006,894 voting shares (on a fully converted basis) or
approximately 33% of the total outstanding voting securities of the Company
immediately following the Merger.
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SECTION
8.
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OTHER
EVENTS
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On November 12, 2009, the Registrant
issued a press release announcing completion of the acquisition of Animal Health
Associates, Inc.
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SECTION
9.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a)
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Exhibits
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10.11
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Merger
Agreement dated September 23, 2009
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99.1
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Press
Release issued November 12, 2009
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4
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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PAWSPLUS,
INC.
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/s/
K. Bryan Shobe
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_________________________________
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K.
Bryan Shobe
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Chief
Executive Officer
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Date: November
12, 2009
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