Attached files
| file | filename |
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| EX-2.1 - Geos Communications, Inc. | v175547_ex2-1.htm |
| EX-10.1 - Geos Communications, Inc. | v175547_ex10-1.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
19, 2010
|
GEOS
COMMUNICATIONS, INC.
(Exact
name of Company as specified in its charter)
|
Washington
|
0-27704
|
91-1426372
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
430
North Carroll Avenue, Suite 120, Southlake, Texas
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76092
|
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(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
817-240-0202
|
(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 Company 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
1.01 Entry into a
Material Definitive Agreement.
On
February 19, 2010, Geos Communications, Inc., a Washington corporation (the
“Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement)” with Shoot
It!, LLC., an Arizona limited liability company (“Shoot It!”), certain
securityholders of Shoot It! and Shoot It! Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (“Merger
Sub”). Subject to the terms and conditions of the Merger
Agreement, which has been approved by the boards of directors and managers,
respectively, of the Company, Merger Sub, and Shoot It!, Shoot It! will be
merged with and into Merger Sub (the “Merger”) with Merger Sub
surviving as a wholly-owned subsidiary of the Company. The Merger
Agreement contains customary covenants.
Subject
to certain conditions, the total consideration issued in the Merger was 2,500
shares of Geos Series G Convertible Preferred Stock, no par value per share
(“Series G Preferred
Stock”). At Closing, 500 shares of Series G Preferred Stock
were heldback by the Company in order to satisfy the Shoot It! securityholders’
indemnification obligations under the Merger Agreement. Any Series G
Preferred Stock remaining after the expiration of the holdback period set forth
in the Merger Agreement will be issued pro rata to the Shoot It!
securityholders.
The
Merger Agreement is included as an exhibit to this Current Report on Form 8-K to
provide additional information regarding the terms of the transactions described
herein and is not intended to provide any other factual information or
disclosure about the Company, Merger Sub, Shoot It! or the Shoot It!
securityholders. The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of such agreement and as of a
specific date, were solely for the benefit of the parties to such agreement
(except as to certain indemnification obligations), are subject to limitations
agreed upon by the contracting parties, including being qualified by disclosure
schedules made for the purposes of allocating contractual risk between and among
the parties thereto instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in the Company’s public disclosures. Investors
are not third-party beneficiaries under the Merger Agreement and, in light of
the foregoing reasons, should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company, Merger Sub, Shoot It! or the
securityholders of Shoot It! or any of their respective subsidiaries or
affiliates.
The
foregoing description of the Merger Agreement is qualified in its entirety by
reference to the full text thereof, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
The
Company agrees to furnish supplementally a copy of any omitted schedule to the
Merger Agreement to the Commission upon request.
On
February 23, 2010, the Company issued a Drawdown Promissory Note in an amount up
to a maximum of $2,000,000 (the “Drawdown Note”)to Butterfield
Family Trust U/A/D 1/12/99 (the “Trust”). The
Drawdown Note accrues interest at a rate of twelve percent per annum and the
principal and interest thereon is due and payable on the earlier of (i) the
closing on at least $5,000,000 of subscriptions for shares of Series H Preferred
Stock of the Company, which is a series of preferred stock the Company
anticipates creating (the “Series H Preferred Stock”) in
the Offering (as defined below); or (ii) August 23, 2010 (the “Maturity
Date”). The Trust may convert all or any portion of the
principal balance of and/or accrued but unpaid interest on the Drawdown Note
into the securities the Company anticipates offering in a private placement of
up to $16,000,000 of equity in the form of Series H Preferred Stock and warrants
(the “Offering”), at a
conversion price equal to the purchase price paid for the Series H Preferred
Stock and warrants in the Offering. The Series H Preferred Stock will
not be registered under the Securities Act of 1933 as amended and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The Drawdown Note requires
the issuance of a warrant to purchase 10,000 shares of Common Stock
of the Company for each $100,000 drawndown thereunder at a purchase price of
$0.20 per share (the “Warrants”). The
term of each Warrant is three years from the issuance date of each
Warrant. On February 23, 2010, the Company requested and received a
drawdown of $600,000.
Item
2.01 Completion of
Acquisition or Disposition of Assets.
The
Merger described in Item 1.01 closed on February 22, 2010. For a
description of the Merger, see the disclosure provided under Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities
As
described under Item 1.01 above, on February 22, 2010, the Company issued 2,500
shares of Series G Preferred Stock, 500 of which shares were heldback by the
Company pending the expiration of indemnification obligations. See Item 1.01 for
a description of the Merger Agreement pursuant to which the Series G Preferred
Shares were issued. Each share of Series G Preferred Stock is
convertible at the option of the holder into shares of Company Common Stock. The
number of shares of Company Common Stock issuable upon conversion is determined
by dividing the stated value, or $1,000, by a conversion price of $0.50, subject
to adjustment as provided in the Certificate of Designations (the “Conversion
Rate”). In addition, each share of Series G Preferred Stock
will automatically convert at the Conversion Rate if certain milestones provided
in the Certificate of Designations are met.
At any
time on or after the third (3rd)
anniversary of the Initial Issuance Date, upon the written request of any
holder, the Company shall redeem all of the outstanding Series G Preferred Stock
requested to be redeemed by such holder for an amount in cash per Series G
Preferred Stock equal to $1,000 plus any accrued but
unpaid dividends thereon.
The sale
of the Series G Preferred Shares was not registered under the Securities Act of
1933, as amended (the "Act"), in reliance on the
private offering exemption from registration provided by Section 4(2) of the
Act.
Item
9.01. Financial Statements and Exhibits
(a) Financial statements of
businesses acquired. Any financial statements that are
required pursuant to Item 9.01(a) will be filed by amendment to this Current
Report on Form 8-K as soon as practicable, but not later than 71 calendar days
after the date on which this Current Report on Form 8-K is required to be
filed.
(b) Pro forma financial
information. Any pro forma financial statements that are
required pursuant to Item 9.01(b) will be filed by amendment to this Current
Report on Form 8-K as soon as practicable, but not later than 71 calendar days
after the date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits.
|
Description
|
||
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Agreement
and Plan of Merger dated as of February 19, 2010 by and among Geos
Communications, Inc., Shoot It! Acquisition, Inc., Shoot It!, LLC and
certain securityholders of Shoot It!, LLC.
|
||
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10.1*
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Drawdown
Promissory Note issued to Butterfield Family Trust U/A/D 1/12/99 dated
February 23, 2010 in an amount up to
$2,000,000.
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* Filed
herewith.
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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GEOS
COMMUNICATIONS, INC.
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(Company)
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Date
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February
25, 2010
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By:
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/s/
Richard Roberson
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Name
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Richard
Roberson
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|||
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Title:
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Chief
Financial
Officer
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