Attached files
| file | filename |
|---|---|
| EX-2.1 - PARETEUM Corp | v178294_ex2-1.htm |
| EX-2.2 - PARETEUM Corp | v178294_ex2-2.htm |
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: March 17, 2010
ELEPHANT
TALK COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
|
California
|
000-30061
|
95-4557538
|
|
(State
of other Jurisdiction of
incorporation)
|
(Commission
file no.)
|
(IRS
employer identification no.)
|
Schiphol
Boulevard 249, 1118 BH Schiphol, The Netherlands
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (31 0 20
653 5916)
N/A
(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):
¨
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))
Forward
Looking Statements
This
Current Report on Form 8-K and other reports we file from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, our management as well as estimates
and assumptions made by our management. When used in the Filings the words
“anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the Filings) relating to our industry and our operations and results of
operations. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements and except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
Item
1.01 Entry
into a Material Definitive Agreement.
The
information set forth in Item 2.01 below is hereby incorporated by reference
into this Item 1.01.
Item
2.01 Completion
of Acquisition or Disposition of Assets
Sale
and Purchase Agreements
On
March 17, 2010, Elephant Talk Communications, Inc. (the “Registrant”)
entered into two Sale and Purchase Agreements (each an “SPA”
and, collectively, the “SPAs”) with the shareholders of ValidSoft Limited
(“ValidSoft”), a company organized under the laws of the Republic of
Ireland. The entry into the SPAs follows the parties’ execution of a
Heads of Terms on November 2, 2009, as described in the Registrant’s filing on
Form 8-K on November 6, 2009. Two SPAs were entered into because one SPA,
entered into with shareholder Enterprise Ireland, an Irish agency, is to be
governed by Irish law. The remaining shareholders entered into the other SPA,
governed by New York law.
Pursuant
to the SPAs, the Registrant acquired the securities of ValidSoft for
consideration consisting of 20% of the issued and outstanding common stock of
Registrant as of February 1, 2009 and warrants to purchase common stock of
Registrant equal to (i) 20% of the issued and outstanding warrants of Registrant
as of February 1, 2009; and (ii) 20% of the issued and outstanding options of
Registrant as of February 1, 2009. Twenty-five percent of the
foregoing consideration was placed into escrow and, in the event certain revenue
milestones (as set forth the in the SPAs) have not been achieved, is subject to
forfeiture and cancellation.
In
connection with the SPAs, the shareholders of ValidSoft entered into lock-up
agreements restricting the sale, transfer and disposition of the unregistered
common stock owned by such shareholders (i) for a period of 2 years from
Completion (as defined in the SPAs) with respect to the shareholders who
participate in the management of the Registrant and (ii) for a period of 1 year
from Completion or 6 months from the completion of a rights offering by
ValidSoft, whichever is earlier, with respect to the non-management
shareholders.
This
summary of the terms of the SPAs is qualified in its entirety by reference to
the SPAs, filed as Exhibit 2.1 and 2.2 to this Current Report, and
incorporated by reference as if set forth herein in full.
Item
9.01 Exhibits.
(d)
Exhibits.
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Exhibit
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||
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No.
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Description
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2.1*
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Sale
and Purchase Agreement, dated March 17, 2010, by and among Elephant Talk
Communications, Inc. and the shareholders of ValidSoft Limited other than
Enterprise Ireland.
|
|
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2.2*
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Sale
and Purchase Agreement, dated March 17, 2010, by and between Elephant Talk
Communications, Inc. and Enterprise
Ireland.
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*
Portions of this document have been omitted based on a request for
confidential treatment submitted to the SEC. The unredacted document
has been separately filed with the SEC. The redacted information is confidential
information of the Registrant, ValidSoft and the shareholders of
ValidSoft.
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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ELEPHANT
TALK COMMUNICATIONS, INC.
|
|
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/s/ Steven van der
Velden
|
|
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Name:
Steven van der Velden
|
|
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Title:
President and Chief Executive
Officer
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Dated: March
23, 2010