Attached files
| file | filename |
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| EX-10.3 - SHARE PURCHASE AGREEMENT AMONG SHEILA HUNTER AND REGENT INTERNATIONAL ENTERPRISES LTD. - Expedite 5 Inc | f8k020110ex10iii_expedite5.htm |
| EX-10.1 - SHARE PURCHASE AGREEMENT AMONG SHEILA HUNTER AND RED SKY ENTERPRISES LTD. - Expedite 5 Inc | f8k020110ex10i_expedite5.htm |
| EX-10.2 - SHARE PURCHASE AGREEMENT AMONG SHEILA HUNTER AND FIRST EQUITY GROUP LTD. - Expedite 5 Inc | f8k020110ex10ii_expedite5.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): February 1,
2010
EXPEDITE
5, INC.
(Exact
Name of Registrant As Specified In Charter)
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DELAWARE
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000-52866
|
|
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
|
21
Arlington Street
London,
United Kingdom SW1A 1RN
(Address
of Principal Executive Offices)
44
020 7491 6414
(Issuer
Telephone Number)
212
Carnegie Center #206
Princeton,
NJ 08540
(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))
1
On
February 1, 2010 (the “Closing Date”), Regent International Enterprises Ltd,
First Equity Group Ltd. and Red Sky Enterprises Ltd acquired the 100% of the
issued and outstanding common stock of Expedite 5, Inc., a Delaware corporation
(the “Company”), from Sheila Hunter (the “Seller”), in accordance with common
stock share purchase agreements (the “Share Purchase Agreements”) by and between
Sheila Hunter and Regent International Enterprises Ltd, First Equity Group Ltd.
and Red Sky Enterprises Ltd respectively. On the Closing Date,
pursuant to the terms of the Share Purchase Agreements, Regent International
Enterprises Ltd, First Equity Group Ltd. and Red Sky Enterprises Ltd each
acquired 1,247,500 shares of the Company’s issued and outstanding common stock
representing 100% of the Company’s issued and outstanding common stock, for a
total purchase price of Thirty Thousand ($30,000) dollars.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
February 1, 2010, we issued a total of 3,642,500 shares of our common stock to
Sheila Hunter in consideration for services rendered; such shares were
subsequently sold to Regent International Enterprises Ltd, First Equity Group
Ltd. and Red Sky Enterprises Ltd as described in Item 1.01
above.
Such
securities were not registered under the Securities Act of 1933. The issuance of
these shares was exempt from registration, pursuant to Section 4(2) of the
Securities Act of 1933. These securities qualified for exemption under
Section 4(2) of the Securities Act of 1933 since the issuance securities by
us did not involve a public offering. The offering was not a “public offering”
as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
securities offered. We did not undertake an offering in which we sold a high
number of securities to a high number of investors. In addition, the shareholder
had the necessary investment intent as required by Section 4(2) since they
agreed to and received share certificates bearing a legend stating that such
securities are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for
this transaction.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
On the
Closing Date, pursuant to the terms of the Share Purchase Agreements, Regent
International Enterprises Ltd, First Equity Group Ltd. and Red Sky Enterprises
Ltd in the aggregate purchased a total of 3,742,500 shares of issued and
outstanding common stock of the Company from Sheila Hunter. At this
time, Sheila Hunter was the sole officer and director of the
Company. As part of the acquisition, and pursuant to the Share
Purchase Agreements, the following changes to the Company's directors and
officers have occurred:
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●
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As
of February 1, 2010, Mark Opzoomer was appointed as the Company's
President, Chief Executive Officer and Director.
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●
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As
of February 1, 2010, Rob Gorle was appointed as the Company's Chief
Financial Officer and Secretary.
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●
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As
of February 1, 2010, Andrew Hromyk was appointed as a
Director.
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●
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As
of February 1, 2010, Harald Ludwig was appointed as Chairman of the Board
of Directors.
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●
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Sheila
Hunter then resigned as a member of the Company's Board of Directors and
as the Company's President, Chief Executive Officer, Secretary, Principal
Accounting Officer and Director, effective February 1,
2010.
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ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Sheila
Hunter resigned as a member of the Company's Board of Directors effective as of
February 1, 2010. Sheila Hunter also resigned as the Company's
President, Chief Executive Officer, Secretary and Principal Accounting Officer
effective February 1, 2010. At the time of resignation, Ms. Hunter
was not a member of any committee on the board of directors. The
resignation was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
On
February 1, 2010, Mr. Mark Opzoomer was appointed as the Company's President,
Chief Executive Officer and Director. Mr. Rob Gorle was appointed as
the Company's Chief Financial Officer and Secretary. Mr. Andrew Hromyk was
appointed as a Director. Mr. Harald Ludwig was appointed as Chairman of the
Board of Directors. As of the date of this filing, our new officers
and directors have not been appointed to any committee of the board of
directors.
Mr. Mark Opzoomer Age 52, President,
Chief Executive Officer and Director, Mr. Opzoomer was previously CEO of
Yahoo! Europe, Rambler Media Limited, a UK listed Russian internet media
property, COO of Hodder Headline plc, a UK listed book publisher, Commercial
Director of Sega Europe and Virgin Communications including Virgin Games. He is
a non- executive director of UK listed E1Entertainment Limited, blinkx plc, and
privately held Newbay Software Limited.
2
Mr Rob Gorle Age 36, Chief Financial
Officer and Secretary, Mr. Gorle has spent the last 7 years in finance
and audience measurement groups at Yahoo in Europe and Sunnyvale. A qualified
CA, he previously spent 3 years at the venture backed software company
Mediasurface (now Alterian).
Mr. Andrew Hromyk Age 43,
Director, Mr. Hromyk has been President of Century Capital Management
Ltd. an independent VC and Management Firm with a Focus on Investments and
Private to Public Equity strategies, transactions include Emerging Markets,
China Centric, Software, Telecom, Energy and Infrastructure. Select Transactions
include, NASDAQ: HRBN, CHNG, CHLN, FEED, HEAT, DEER, WPCS, CFW. Mr. Hromyk has
served on the board and as officer of several publicly traded
companies.
Mr. Harald Ludwig Age 55, Chairman of
the Board of Directors, Mr. Ludwig is co-Chair of Lionsgate Entertainment
(NYSE, LGF) and he serves as Chairman of the Board and Chairman of the Strategic
Committee. He is President of Macluan Capital Corporation, a private
equity investment firm, is a founding partner and Chairman of Bond Capital
Partners in the UK and a founding partner of Balmoral Advisors in Los
Angeles. In addition, he serves on the Board of West Fraser Timber, as a
Governor of the British Columbia Children’s Hospital Foundation, and is on the
Advisory Board of Tennenbaum & Company.
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which our officers and directors are a
party in connection with this appointment as a director and an officer of this
Company.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial
statements of business acquired:
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None
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(b)
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Pro
Forma Financial Information
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None
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(c)
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Shell
company transactions.
None
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(d)
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Exhibits.
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Exhibit
#
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Description
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10.1
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Share
Purchase Agreement among Sheila Hunter and Red Sky Enterprises
Ltd.
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10.2
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Share
Purchase Agreement among Sheila Hunter and First Equity Group
Ltd.
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10.3
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Share
Purchase Agreement among Sheila Hunter and Regent International
Enterprises Ltd.
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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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EXPEDITE
5, INC
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By:
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/s/Mark
Opzoomer
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Mark
Opzoomer
President,
Chief Executive Officer and
Director
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Dated:
February 5, 2010
4