Attached files
file | filename |
---|---|
EX-10.1 - International Cellular Accessories | v176997_ex10-1.htm |
EX-3.1 - International Cellular Accessories | v176997_ex3-1.htm |
EX-4.1 - International Cellular Accessories | v176997_ex4-1.htm |
EX-2.1 - International Cellular Accessories | v176997_ex2-1.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): March 10, 2010
IMAGE METRICS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
333-123092
|
20-1719023
|
||
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
of
incorporation)
|
Identification
No.)
|
1918 Main Street, 2nd Floor
Santa Monica, California
|
90405
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (310) 656-6565
International
Cellular Accessories,
10 Warren
Avenue, Spring Lake, New Jersey 07762
(Former
Name or Former Address, if Changed Since Last Report)
Copies
to:
Greenberg
Traurig, LLP
MetLife
Building
200 Park
Avenue, 15th
Floor
New York,
New York 10166
Tel.:
(212) 801-9200
Fax:
(212) 801-6400
Attn:
Spencer G. Feldman, Esq.
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:
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))
CURRENT
REPORT ON FORM 8-K
IMAGE
METRICS, INC.
March
10, 2010
Items 1.01, 5.01,
5.02 5.03 and 5.06. Entry into a Material Definitive Agreement
/ Changes in Control of Registrant / Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers / Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year / Change in Shell Company Status.
Summary
On March
10, 2010, we acquired through an exchange offer all of the outstanding ordinary
shares and preferred shares of Image Metrics Limited, a private company
incorporated in England and Wales (“Image Metrics”), in exchange for 11,851,637
shares of our common stock, par value $.001 per share. As a result, Image
Metrics is now our wholly-owned subsidiary. The transaction is referred to in
this current report as the exchange transaction.
As a
result of the exchange transaction, we are now engaged in the business of
providing technology-based facial animation solutions to the interactive
entertainment industry. Using proprietary software and mathematical
algorithms that “read” human facial expressions, our technology converts video
footage of real-life actors into 3D computer generated animated
characters. Examples of our notable and innovative facial animation
projects include the 2008 “Grand Theft Auto IV” video game, which generated over
$500 million in sales in its first week, and the 2009 computer generated aging
of Brad Pitt in the feature film “The Curious Case of Benjamin Button,” which
won three Oscars including one for achievement in visual effects.
Before
the exchange transaction, our corporate name was International Cellular
Accessories and our trading symbol was ICLA.OB. Concurrently with the exchange
transaction, we changed our corporate name to Image Metrics, Inc. and have
requested a change of our trading symbol, though our shares will continue to be
quoted under the symbol ICLA.OB until that change occurs. As a result of the
exchange transaction, Image Metrics became our wholly-owned subsidiary, with the
former shareholders of Image Metrics acquiring 11,851,637 shares of our common
stock. The exchange transaction was consummated pursuant to a Share Exchange
Agreement, dated as of March 10, 2010, between us and Image
Metrics.
Concurrently
with the closing of the exchange transaction, we completed an initial closing of
a private placement to selected qualified investors of units consisting of
shares of our series A convertible preferred stock and detachable warrants to
purchase one-half share of our common stock, at a purchase price of $1.00 per
unit. In total, we sold 8,394,098 shares of our series A convertible
preferred stock (convertible at any time into a like number of shares of common
stock) and warrants to purchase 9,212,481 shares of common stock as part of this
initial closing, and may sell an additional 4,405,902 shares of our series A
convertible preferred stock and warrants to purchase 2,202,951 shares of common
stock until April 26, 2010, when the offering period (as extended by us and the
placement agents) terminates. We received gross proceeds of
$8,004,098 in consideration for the sale of the units, which consisted of (i)
$4,204,098 from investors in the private placement (including $1,560,000 from a
bridge financing which converted into the private placement, as described
below), and (ii) $3,800,000 from outstanding convertible loan notes and other
loans issued by Image Metrics to Saffron Hill Ventures Ltd. and Verus
International Group Ltd. which converted into the private
placement.
Convertible
loan notes and other loans in the aggregate amount of $3,800,000 issued by Image
Metrics to Saffron Hill Ventures Ltd. and Verus International Group Ltd. were
converted into units on the same terms and conditions as in the private
placement, except that Saffron Hill Ventures received a separate warrant to
purchase one full share of our common stock per unit as the lead investor in the
private placement. In order to fund Image Metrics’ working capital
and capital expenditures during the offering period, Image Metrics and certain
placement agents conducted a bridge financing of $2,000,000 in convertible notes
and warrants, of which $1,560,000 was converted into the private placement (at a
discount to the unit purchase price). The indebtedness converted into
the private placement included accrued interest through the
closing.
1
Concurrent
with the closing of the exchange transaction and the initial closing of the
private placement, we redeemed 8,600,000 shares of our common stock
from our former director and certain other individuals for aggregate
consideration of $200 and immediately cancelled those shares. Prior
to the closing, we effected a 4-for-1 forward stock split of our outstanding
common stock in the form of a stock distribution.
Prior to
the exchange transaction, we were a “shell company” (as that term is defined in
Rule 12b-2 under the Securities Exchange Act of 1934).
We are
filing this current report on Form 8-K for the purpose of providing summary
information regarding the exchange transaction and the private
placement. We expect to file a more complete Form 8-K setting forth
the information required by Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.03, 5.06
and 9.01 of that form within the time periods permitted.
The
Exchange Transaction
General
At the
closing of the exchange transaction, the former shareholders of Image Metrics
received shares of our common stock for all of the outstanding ordinary shares
and preferred shares of Image Metrics held by them. As a result, at
the closing of the exchange transaction, we issued an aggregate of 11,851,637
shares of our common stock to the former shareholders of Image Metrics. The
shares issued to Image Metrics’ former shareholders represent approximately
48.9% of our outstanding shares of common stock, inclusive of 8,394,098 shares
of common stock issuable upon the conversion of our series A convertible
preferred stock sold in the initial closing of the private placement. The
consideration issued in the exchange transaction was determined as a result of
arm’s-length negotiations between us and Image Metrics and its
shareholders.
Immediately
prior to the exchange transaction closing, the former shareholders of Image
Metrics also held outstanding stock options and warrants to purchase ordinary
shares of Image Metrics. Pursuant to the Share Exchange Agreement, we
have agreed to issue shares of our common stock upon the exercise of these stock
options and warrants in lieu of Image Metrics ordinary shares previously
issuable thereunder, and, based upon the exchange ratio used for the exchange
transaction, we are obligated upon the exercise of those stock options and
warrants to issue 2,923,780 shares and 224,583 shares of our common stock,
respectively.
Changes
Resulting from the Exchange Transaction
We intend
to carry on Image Metrics’ technology-based facial animation business as our
sole line of business. We have relocated our executive offices to those of Image
Metrics at 1918 Main Street, 2nd Floor, Santa Monica, California 90405. Our new
telephone number is (310) 656-6551, fax number is (310) 656-6566, and corporate
website is www.image-metrics.com. The contents of our website are not part of
this current report.
Our
pre-exchange transaction stockholders will not be required to exchange their
existing International Cellular Accessories stock certificates for new
certificates of Image Metrics, since the OTC Bulletin Board will consider our
existing stock certificates as constituting “good delivery” in securities
transactions subsequent to the exchange transaction. The Nasdaq Capital Market,
where we intend to apply to list our common stock for trading, will also
consider the submission of existing stock certificates as “good delivery.” We
cannot be certain that we will receive approval to list our common stock on the
Nasdaq Capital Market.
Change
of Board Composition and Executive Officers
Prior to
the closing of the exchange transaction and private placement, our board of
directors was composed only of Clifford Chapman. On March 10, 2010, immediately
following such transactions, Mr. Chapman resigned as our director, and David
Rolston, Ph.D., Michael R. Starkenburg and Ranjeet Bhatia were appointed
directors of our company. We enlarged the size of our board to include five
directors, two of whom are Dr. Rolston and Mr. Starkenburg, former Image Metrics
directors, one director will be nominated by each of Saffron Hill Investors
Guernsey Limited (initially, Mr. Bhatia) and Verus International Group Ltd.
(which is still considering candidates who have relevant business experience),
and the final director, who will be required to be independent of management,
will be jointly nominated by Image Metrics, Saffron Hill Investors and Verus
International. All directors will hold office until the next annual
meeting of stockholders and the election and qualification of their successors,
provided that all director nominees will continue to be nominated for election
during the 24 months following the closing of the exchange transaction and the
initial closing of the private placement.
2
Prior to
the closing of the exchange transaction and the initial closing of the private
placement, Clifford Chapman was our President, Secretary, Treasurer, Chief
Executive Officer, Chief Financial Officer and Principal Accounting Officer. Mr.
Chapman resigned from all of those offices effective on March 10,
2010.
On March
10, 2010, our board of directors named the following persons as our new
executive officers: David Rolston, Ph.D - Chairman of the Board, Michael R.
Starkenburg - President and Chief Executive Officer, Ron Ryder - Chief Financial
Officer, Brian Waddle - Executive Vice President, and Kevin Walker, Ph.D - Chief
Technology Officer. Officers are elected annually by our board of directors and
serve at the discretion of our board.
The
former executive officers of Image Metrics have agreed to enter into three-year
employment agreements with us effective on March 10, 2010. We have
assumed their current employment agreements (including restrictive covenants
relating to inventions, non-competition and non-solicitation) and they have
agreed to such assumption pending the execution of the new employment
agreements.
Change
of Stockholder Control
Except as
described above under “Change of Board Composition and Executive Officers,” no
arrangements or understandings exist among our present or former controlling
stockholders with respect to the election of persons to our board of directors
and, to our knowledge, no other arrangements exist that might result in a change
of control of our company. Further, as a result of our redemption of shares from
Mr. Chapman and the issuance of 11,851,637 shares of common stock to the former
shareholders of Image Metrics, a change of stockholder control has occurred.
Prior to the redemption and the closing of the exchange transaction, Clifford
Chapman beneficially owned 68.3% of our outstanding shares of common stock.
After these transactions, the former shareholders of Image Metrics own
approximately 14.8% of our outstanding shares of common stock, inclusive of
shares of common stock issuable upon conversion of our series A convertible
preferred stock. We are continuing as a “smaller reporting company,” as defined
under the Securities Exchange Act of 1934, following the exchange
transaction.
Accounting
Treatment
In
accordance with Statement of Financial Accounting Standards No. 141, “Business
Combinations,” and the assumptions and adjustments described in the accompanying
notes to the unaudited pro forma combined condensed financial statements, Image
Metrics is considered the accounting acquiror in the exchange transaction.
Because Image Metrics’ former shareholders as a group retained or received the
larger portion of the voting rights in the combined entity and Image Metrics’
senior management represents a majority of the senior management of the combined
entity, Image Metrics was considered the acquiror for accounting purposes and
will account for the exchange transaction as a reverse acquisition. The
acquisition will be accounted for as the recapitalization of Image Metrics
since, at the time of the acquisition, we were a company with minimal assets and
liabilities. Consequently, the assets and liabilities and the historical
operations that will be reflected in the consolidated financial statements will
be those of Image Metrics and will be recorded at the historical cost basis of
Image Metrics.
Amendments
to Articles of Incorporation; Change in Fiscal Year
In connection with
the exchange transaction, our board of directors and stockholders approved and
filed a certificate of amendment to our articles of incorporation with the
Secretary of State of the State of Nevada on March 10, 2010, thereby changing
our corporate name to Image Metrics, Inc. The certificate of amendment
additionally amended our capital stock provisions to provide for the
authorization to issue 75,000,000 shares of common stock, par value $.001 per
share, and 20,000,000 shares of preferred stock, par value $.001 per share, and
to establish a class of 15,000,000 shares of series A convertible preferred
stock.
As part
of the exchange transaction, we also amended our by-laws to enlarge the size of
our board to include five directors, leaving two vacancies, as noted
above.
3
In
addition, on March 10, 2010, our board of directors approved a change in fiscal
year end from December 31 to September 30. We will not file a
transition report reflecting the change of our fiscal year to that of Image
Metrics because for accounting purposes, as noted above, Image Metrics is deemed
to be the “accounting acquiror” in the reverse acquisition.
Image
Metrics 2009 Share Incentive Plan
Concurrently
with the closing of the exchange transaction, we adopted and assumed Image
Metrics’ existing 2009 Share Incentive Plan under which 2,923,780 shares of our
common stock will be reserved, and established a new incentive compensation plan
with 2,547,578 shares of common stock, to create a pool of stock options to
purchase an aggregate of 5,471,358 shares of our common stock representing
approximately 22.5% of the fully-diluted shares on an as-converted to common
stock basis immediately following the exchange transaction. This
option pool will be used for attracting and retaining employees, management,
directors and outside consultants and will be granted at fair market value from
time to time under the guidance of and approval of our compensation committee,
and in accordance with the incentive plan.
The
Private Placement
Concurrently
with the closing of the exchange transaction, we completed the sale of 8,394,098
units in a private placement to accredited investors in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Regulation D promulgated thereunder. Each unit consists of a
share of our series A convertible preferred stock and a warrant. We
sold each unit for $1.00 per unit pursuant to the terms of a subscription
agreement executed and delivered by each investor on or before the closing of
the private placement. Each share of series A preferred stock is
initially convertible into one share of our common stock at any
time. Each warrant entitles the holder to purchase one-half share of
our common stock at an exercise price of $1.50 per share through March 10,
2014. The form of private placement subscription agreement is filed
as Exhibit 10.1 to this report.
We
received gross proceeds from the private placement of
$8,004,098. Placement agents and sub-agents received an aggregate of
$398,800 in cash fees in connection with the private placement (including the
prior bridge financing) and reimbursements of $21,485 in expenses. In
addition, the placement agents will receive warrants to purchase 304,000 shares
of our common stock at an exercise price of $1.20 per share.
After the
closing of the exchange transaction and the initial closing of the private
placement, we had outstanding 15,851,637 shares of common stock and 8,394,098
shares of series A convertible preferred stock (which are convertible into a
like number of shares of common stock at any time). In addition, we
are obligated to issue 2,923,780 shares of common stock upon the exercise of
stock options held by holders of Image Metrics options and 224,583 shares of
common stock upon the exercise of warrants held by holders of Image Metrics
warrants.
Lock-Up
Agreements
All
shares of common stock issued in the exchange transaction to the former holders
of shares in Image Metrics, or shares of common stock which such holders have
the right to acquire by virtue of the exchange transaction, will be considered
“restricted securities” under U.S. federal securities laws and may not be resold
for a period of one year after the closing date. Each of the former
Image Metrics’ shareholders who served as executive officers of Image Metrics as
of the closing of the exchange transaction, and affiliates or related parties
thereof (collectively, “Management”), will execute two-year lock-up/leak-out
agreements with us which would provide that their shares will not be, directly
or indirectly, publicly sold, subject to a contract for sale or otherwise
transferred, except that, beginning at the date 12 months after the effective
date of our initial shelf registration statement, each Management shareholder
will be permitted to sell up to 1/24th of his
original number of shares each month, provided the sale price of the common
stock is greater than $2.00 per share. All lock-up/leak-out
restrictions for Management will expire 24 months after the closing of the
exchange transaction.
4
Registration
Rights
We have
agreed to use our best efforts to file a shelf registration statement on Form
S-1 with the SEC covering the resale of all shares of common stock underlying
the series A preferred stock and warrants issued in connection with the private
placement (including the shares underlying the placement agents’ warrants) on or
before the date which is 90 days after the closing date and use our best efforts
to have such shelf registration statement declared effective by the SEC as soon
as practicable thereafter, but in any event not later than 270 days after the
closing date (or 300 days after the closing date in the event of a full review
of the registration statement by the SEC). We are also obligated to
respond to any SEC comments within a stipulated period of time after receiving
any such comments and to maintain the effectiveness of the shelf registration
statement from the effective date through and until 18 months after the
effective date. In the event the shelf registration statement is not
filed with, or declared effective by, the SEC on or prior to the dates set forth
above, or we fail to timely satisfy our reporting requirements, each investor in
the private placement will receive cash liquidated damages equal to 2% of the
purchase price for the units for each month (or portion thereof) that the
registration statement is not so filed or effective, or has failed to timely
file required reports, provided that the aggregate payment as a result of the
registration default will in no event exceed 12% of the purchase price for the
units. Such damages may be waived in the event our board of directors
determines that management has exerted its “best efforts” to cause the shares to
be registered within the required time periods.
We have
also agreed to file a registration statement covering the resale of the shares
of common stock received by non-management “affiliates” of Image Metrics in the
exchange transaction, upon demand by such holders given following the later of
(a) six months after the closing of the private placement or (b) the effective
date of the shelf registration statement or statements described above covering
the resale of all shares underlying the securities sold in the private
placement, and to use our best efforts to cause such registration statement to
be declared effective by the SEC and to maintain the effectiveness of such
registration statement for a specified period of time
thereafter. Management of Image Metrics is not entitled to
registration rights.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this current
report.
Exhibit No
|
Description
|
|
2.1
|
Share
Exchange Agreement, dated as of March 10, 2010, between International
Cellular Accessories and Image Metrics Limited.
|
|
3.1
|
Certificate
of Amendment to Articles of Incorporation amending (i) the name of
International Cellular Accessories to Image Metrics, Inc. and (ii) the
number of classes of capital stock of Image Metrics, Inc. including the
preferences, rights and limitations of Series A Convertible Preferred
Stock, filed March 10, 2010, with the Secretary of State of the State of
Nevada.
|
|
4.1
|
Form
of Image Metrics, Inc. Warrant to Purchase Common
Stock.
|
|
10.1
|
Form
of Private Placement Subscription Agreement to purchase units in Image
Metrics, Inc.
|
5
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 thereunto
duly authorized.
Date:
March 10, 2010
|
IMAGE
METRICS, INC.
|
|
By:
|
/s/ Michael R.
Starkenburg
|
|
Michael
R. Starkenburg
|
||
President
and Chief Executive Officer
|
6