INFRARED
SYSTEMS INTERNATIONAL
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): April 16, 2010
INFRARED
SYSTEMS INTERNATIONAL
(Exact
name of registrant as specified in its charter)
| Nevada | 0-17953 | 38-3767357 | |
|
(State
or other jurisdiction of incorporation)
|
Commission
File Number
|
(I.R.S. Employer Identification
No.)
|
4550 NW
Newberry Hill Road, Suite
202 98383
Silverdale, WA
(Address
of principal executive
offices)
(zip code)
Registrant’s telephone number,
including area code: (360) 473-1160
Check the
appropriate box below if the Form 8-K filing[Missing
Graphic Reference] is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
□
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
5.01. Changes in Control of Registrant
On April 14, 2010, the Company closed
on the transaction (the “Closing”) outlined under a Share Purchase Agreement
dated March 24 , 2010 (the “Agreement”) by and between Infrared Systems
International, a corporation formed under the laws of the State of Nevada
(“IFRS”), Take Flight Equities, Inc., a corporation formed under the laws of the
State of Washington (“Purchaser”), Propalms, Inc. a corporation formed under the
laws of the State of Nevada (“Propalms”), William M. Wright III, an individual
(“Wright”), and Gary E. Ball, an individual (“Ball”).
Pursuant to the Agreement, IFRS sold
11,557,217 shares of authorized and previously unissued shares of Common Stock
(the “Shares”), representing 89.9% of the outstanding stock of IFRS
immediately after the transaction, to TFE for a purchase price of $200,000,
consisting of $30,000 cash and a promissory note for $170,000 (the
“Note”). At the Closing, Wendy S. Ball resigned as Director and
executive officer of the Company and the remaining Directors appointed William
M. Wright, III to fill the vacancy created by Ms. Balls’
resignation. After the Closing, Director, Gary E. Ball resigned as a
director and officer of the Company and Gary L. Bane, James R. Watson, each
resigned as Directors. After the Closing, the Board appointed Tracy
Bushnell to serve as a Director of IFRS to fill the vacancy created by Mr.
Bane’s resignation. Thereafter, the Board elected Mr. Wright to act
as the Chairman, President and CEO of the Company. An Information
Statement with respect to the change in control of a majority of the directors
of IFRS was mailed to the stockholders of IFRS on or about March 31,
2010.
Immediately prior to the Closing and as
part of the transaction, the Company transferred all of its current assets and
liabilities, including the cash portion of the purchase price for the Shares and
the Note, to Infrared Applications Inc., a recently formed wholly-owned
subsidiary of the Company (“IAI”). As provided in the Agreement, IAI
will be managed by Gary Ball, the former CEO of IFRS, pursuant to a Management
and Distribution Agreement. Within 15 months after the Closing,
either the stock of IAI or the net proceeds from the sale of IAI’s assets will
be distributed to the holders of record of IFRS common stock as of the close of
business on March 23, 2010 (the “Subsidiary Distribution”). Until the
Subsidiary Distribution, IAI will be solely managed by Gary Ball pursuant to a
Management and Distribution Agreement.
As per the Agreement, the Shares and
the stock of IAI were placed in escrow at the Closing. As payments
are made on the Note, a portion of the Shares will be released from
escrow. In the event that a note payment is not made when due and not
cured within the time provided in the escrow agreement, or if an event default
occurs under the Note, then the Shares then in escrow, the Note and the stock of
IAI will be transferred to Gary Ball, and Gary Ball will assume responsibility
for the payment of the Note and will remain responsible for the Subsidiary
Distribution. In such an event, control of the Company may change to
Mr. Ball, depending on the number of shares of Company Common Stock then
outstanding.
Propalms has agreed to pay one half of
the then-outstanding note in the event that TFE defaults in a payment of the
Note, pursuant to the terms of a Guaranty Agreement executed at the
Closing.
As a
result of the sale of the Shares, TFE has become the majority owner of the
outstanding shares of the Company.
The
Agreement, including the Exhibits thereto, were attached to the Company’s 8-K
filed with the Securities and Exchange Commission on March 30, 2010, and are
incorporated herein by this reference.
Item
3.02 Unregistered Sales of Equity Securities.
The sale of the shares of Common Stock
by IFRS pursuant to the Agreement described in Item 5.01 above was not been
registered under the Securities Act of 1933, as amended, by virtue of the
exemption from registration provided by Section 4(2) of the Act. The
information contained in Item 1.01 with respect to such sale is incorporated
herein by this reference.
Item
5.02, Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
At the Closing, Wendy S. Ball resigned
as Director and executive officer of the Company and the remaining Directors
appointed William M. Wright, III to fill the vacancy created by Ms. Balls’
resignation. After the Closing, Director, Gary E. Ball resigned as a
director and officer of the Company and Gary L. Bane, James R. Watson, each
resigned as Directors. After the Closing, the Board appointed Tracy
Bushnell to serve as a Director of IFRS to fill the vacancy created by Mr.
Bane’s resignation. Thereafter, the Board elected Mr. Wright to act
as the Chairman, President and CEO of the Company.
New
Directors
The
following table sets forth the names, expected positions and ages of the new
directors of the Company after the Closing.
|
Name
|
Age
|
Expected
Position with the Company
|
||
|
William
M. Wright III
|
45
|
Chairman,
Chief Executive Officer, and President
|
||
|
Tracy
D. Bushnell
|
44
|
Director
|
William M. Wright
III has been the President and CEO of Focus Systems, Inc., a Washington
corporation, since its formation in 2008. Focus Systems, Inc.
provides Desktop Virtualization which can perform all of the networking
functions that can be utilized on standard in-house networks at a fraction of
costs, and also Voice over Internet Protocol phone service to its customer
base. Mr. Wright also is the President and sole shareholder of TFE,
From July 2006 to July 2007, Mr. Wright was the Chief Operating Officer and a
Director of Gottaplay Interactive, Inc., a Nevada corporation involved in the
internet connectivity business and the video game subscription and rental
business. Mr. Wright has over 20 years of experience and knowledge in financial
management and business operations. His experience includes the start up of
DONOBi, Inc., an internet Service Provider that specialized in the acquisition
and rollup of numerous rural service providers, and the eventual taking of the
company public in 2004. Mr. Wright served as both Chief Executive Officer and
Chairman of the Board during his six year tenure with DONOBi, leading to the
merger with Gottaplay in 2006. Prior to his work in the technology field, Mr.
Wright was a Real Estate Broker in both California and Washington, and including
the position of President and minority owner of a local property management
company. Mr. Wright received his Bachelors of Science in Business Administration
with an emphasis in Financial Services from San Diego State
University.
Tracy D.
Bushnell has been President and Chief Executive Officer of the Bushnell
Group, which provides construction related services and consulting services, for
the past nine years.
Each director serves until his or her
successor is elected. There are no arrangements or understandings between any
prospective director and any other person pursuant to which he or she was
selected as a prospective director.
Each prospective officer will serve
until he or she is replaced by the Board of Directors. There are no
arrangements or understandings between any officer of the Company and any other
person pursuant to which he or she was selected as a prospective
officer.
Director
Independence
TRACY D.
BUSHNELL is an “independent director” as such term is defined in Section 4200(a)
(15) of the NASDAQ Marketplace Rules.
Committees of the Board of
Directors
The
Company does not have an audit or other committee of the board.
Family
Relationships
There are
no family relationships between members of the Board.
Related Party
Transactions
None of the directors has engaged in
any transactions with the Company, nor has the Company engaged in any
transactions in which any of such individuals has or will have a direct or
indirect material interest.
The
information contained in Item 5.01 with respect to such sale is incorporated
herein by this reference.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibit
|
Item Title
|
10.1
|
Share
Purchase Agreement dated March 24,
2010*
|
* Filed
with the Company’s 8-K filed with the Securities and Exchange Commission on
March 30, 2010
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on behalf by the undersigned hereunto duly
authorized.
April 16,
2010 INFRARED
SYSTEMS INTERNATIONAL
By: /s/
William M. Wright /s/
William M. Wright, President &
CEO