Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - SWISSINSO HOLDING INC. | f8k121609ex3i_swissinso.htm |
| EX-16.1 - LETTER FROM SEALE AND BEERS, CPAS - SWISSINSO HOLDING INC. | f8k121609ex161_swissinso.htm |
| EX-10.15 - FORM OF COMMON STOCK PURCHASE WARRANT - SWISSINSO HOLDING INC. | f8k121609ex10xv_swissinso.htm |
| EX-10.14 - FORM OF 9% SECURED CONVERTIBLE NOTE - SWISSINSO HOLDING INC. | f8k121609ex10xiv_swissinso.htm |
| EX-10.16 - FORM OF SECURITY AGREEMEN - SWISSINSO HOLDING INC. | f8k121609ex10xvi_swissinso.htm |
| EX-10.17 - FORM OF OUTSIDE DIRECTORS? AGREEMENT - SWISSINSO HOLDING INC. | f8k121609ex10xvii_swissinso.htm |
| EX-10.13 - FORM OF SUBSCRIPTION AGREEMENT - SWISSINSO HOLDING INC. | f8k121609ex10xiii_swissinso.htm |
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): December 16, 2009
SWISSINSO HOLDING
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
333-151909
|
26-1703723
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
590 Madison Avenue, 21st
Floor, New York, New York 10022
(Address
of Principal Executive Offices, Zip Code)
212-521-4017
(Registrant's
Telephone Number, Including Area Code)
Pashminadepot.com,
Inc.
Biopole, Route de la
Corniche, 1066 Epalinges, Switzerland
(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))
Section
1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive
Agreement.
On
December 16, 2009 and December 22, 2009, SwissINSO Holding Inc. (the
“Registrant”) entered into Subscription Agreements (the “Subscription
Agreements”) with Merse SA, Crescent International Ltd. and Jean-Bernard Dumas
(the “Subscribers”) pursuant to which the Subscribers purchased an aggregate of
$1,450,000 of the Registrant’s 9% Secured Convertible Notes (the “Notes”) and
five (5)-year warrants (the “Warrants”) to purchase an aggregate of 2,900,000
shares of the Registrant’s Common Stock. The Notes are convertible
into shares of the Registrant’s Common Stock at the option of the holder at a
conversion price of $0.50 per share. In the event that eighty percent
(80%) of the holders of the Notes agree to convert their Notes, the remaining
holders shall be obligated to do so as well. In the event that the
Registrant’s Common Stock trades at $3.00 or more for twenty (20) consecutive
days, the Registrant may require that the Notes be converted. The
Notes are secured by a first priority security interest in all of the assets of
the Registrant’s wholly-owned subsidiary, SwissINSO SA, pursuant to a Security
Agreement between SwissINSO SA and the Subscribers. The Warrants are
exercisable at any time during their five (5)-year term at an exercise price of
$1.00 per share. The transactions reflected in the Subscription
Agreements constitute the initial closings in an ongoing private placement by
the Registrant of a maximum of Fifteen Million Dollars ($15,000,000) of its
Notes and Warrants to accredited investors and/or non-U.S. Persons (the “Private
Placement”).
All such
securities were issued under Section 4(2) of the Securities Act of 1933, as
amended, and Regulation S promulgated by the Securities and Exchange Commission
thereunder.
For all
the terms of the Subscription Agreements, the Notes, the Warrants and the
Security Agreements, reference is made to the complete text of the forms of such
documents filed herewith as Exhibits 10.13, 10.14, 10.15 and 10.16 to this
Current Report on Form 8-K. All statements made herein concerning
such documents are qualified by reference to said exhibits.
Section
3 – Securities and Trading Markets
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 regarding the sale of the Registrant’s
Notes and Warrants to the Subscribers is hereby incorporated by reference into
this Item 3.02.
Section
4 – Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying
Accountant.
On
December 16, 2009, the Registrant changed its principal independent
accountant. On such date, Seale and Beers, CPAs resigned from serving
as the Registrant’s principal independent accountant, and the Registrant
retained EFP Rotenberg, LLP as its principal independent
accountant. The change in principal accountant was recommended and
approved by the Registrant’s Board of Directors on December 16,
2009.
Seale and
Beers, CPAs audited the Registrant’s financial statements for the fiscal year
ended May 31, 2009 and the period from inception (November 13, 2007) to May 31,
2008. None of Seale and Beers, CPAs’ reports on the Registrant’s
financial statements (a) contained an adverse opinion or a disclaimer of
opinion, (b) was modified as to uncertainty, audit scope or accounting
principles or (c) contained any disagreement on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Seale
and Beers, CPAs, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports. None of the
reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K occurred
during the period in which Seale and Beers, CPAs served as the Registrant’s
principal independent accountant.
However,
the report of Seale and Beers, CPAs on the Registrant’s financial statements for
the fiscal year ended May 31, 2009 and the period from inception (November 13,
2007) to May 31, 2008 contained an explanatory paragraph which noted that there
was substantial doubt as to the Registrant’s ability to continue as a going
concern for such periods.
The
Registrant has provided Seale and Beers, CPAs with a copy of this disclosure and
has requested that Seale and Beers, CPAs furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements and, if not, stating the respects in which it does not
agree. A copy of the letter from Seale and Beers, CPAs addressed to
the Securities and Exchange Commission dated December 22, 2009 is filed herewith
as Exhibit 16.1 to this Current Report on Form 8-K.
In
September 2009, EFP Rotenberg, LLP was engaged as an independent accountant to
audit the financial statements of SwissINSO, SA, now the Registrant’s
wholly-owned subsidiary, in connection with the transactions by which the
Registrant acquired all of the shares of SwissINSO, SA. Reference is
hereby made to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 22, 2009, which contained EFP Rotenberg, LLP’s
report on the financial statements of SwissINSO, SA as of and for the years
ended December 31, 2008 and 2007.
2
Prior to
December 16, 2009, the date that EFP Rotenberg, LLP was retained as the
principal independent accountant of the Registrant, (a) the Registrant did not
consult EFP Rotenberg, LLP regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant’s financial
statements; (b) neither a written report nor oral advice was provided to the
Registrant by EFP Rotenberg, LLP that it concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (c) the Registrant did not consult EFP
Rotenberg, LLP regarding any matter that was either the subject of a
“disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
“reportable event” (as defined in Item 304(a)(1)(v) of Regulation
S-K).
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 16, 2009, the Board of Directors of the Registrant appointed Tim A.
Tolhurst and Suhail Konstantin Saad as directors of the Registrant, with Mr.
Saad’s appointment effective immediately and Mr. Tolhurst’s appointment becoming
effective automatically upon the closing of the sale by the Registrant of an
additional $3,000,000 of Notes and Warrants to a particular prospective investor
as part of the Private Placement. Each of such directors, as well as
Clive D. Harbutt, the Registrant’s current outside director, and any future
outside director, has entered (or will, upon the effectiveness of his
appointment as a director, enter) into an Outside Directors’ Agreement pursuant
to which the Registrant will (a) pay the director an annual director’s fee of
$24,000, payable monthly, (b) grant the director a non-qualified stock option to
purchase 300,000 shares of the Registrant’s Common Stock at an exercise price
equal to the closing selling price of such Common Stock on the date of grant and
vesting one-third on the date of grant and the balance in equal installments on
each of the first, second and third anniversaries of the date of grant, assuming
that the director is still a member of the Board of Directors on each of such
dates, (c) reimburse the director for all reasonable, pre-approved business
expenses reasonably incurred by the director in pursuit and furtherance of the
Registrant’s business and (d) indemnify the director to the fullest extent
permitted under, and otherwise in accordance with the provisions of, Section 145
of the General Corporation Law of the State of Delaware.
For all
the terms of the Outside Directors’ Agreement, reference is made to the complete
text of the form of such agreement filed herewith as Exhibit 10.17 to this
Current Report on Form 8-K. All statements made herein concerning
such agreement are qualified by reference to said exhibit.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
December 16, 2009, the Board of Directors of the Registrant authorized an
amendment to the Registrant’s Certificate of Incorporation pursuant to which the
authorized number of shares of the Registrant’s Common Stock will be increased
from 100,000,000 shares to 200,000,000 shares. The amendment will
become effective twenty (20) days after the filing and distribution to the
Registrant’s shareholders of a definitive Information Statement pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended.
The
Certificate of Amendment to be filed with the Secretary of State of Delaware
upon the effective date of such amendment is filed herewith as Exhibit 3(i) to
this Current Report on Form 8-K. All statements made herein
concerning such amendment are qualified by reference to said
exhibit.
On
December 16, 2009, the Board of Directors of the Registrant changed the fiscal
year of the Registrant so that each year will end on the last day of December
rather than the last day of May. Form 10-K for the fiscal year ending
December 31, 2009 shall be the report filed under the Securities Exchange Act of
1934, as amended, covering the transition period.
Section
9-Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits:
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3(i) Certificate
of Amendment of Certificate of Incorporation of the Registrant dated
December 16, 2009.
10.13 Form
of Subscription Agreement between each Subscriber and the
Registrant.
10.14 Form
of 9% Secured Convertible Note from the Registrant to each
Subscriber.
10.15 Form
of Common Stock Purchase Warrant from the Registrant to each
Subscriber.
10.16 Form
of Security Agreement between SwissINSO, SA and each
Subscriber.
10.17 Form
of Outside Directors’ Agreement between the Registrant and each outside
director.
16.1 Letter
dated December 22, 2009 from Seale and Beers, CPAs to the Securities and
Exchange Commission.
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3
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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SWISSINSO
HOLDING INC.
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December
22, 2009
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By:
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/s/ Yves
Ducommun
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Name: Yves
Ducommun
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Title: Chief
Executive Officer
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