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 23,
2010
HALO
COMPANIES,
INC.
(Exact
name of Company as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-15862 | 13-3018466 |
| (Commission File Number) | (IRS Employer Identification No.) |
|
One Allen
Center, Suite 500, 700 Central Expressway South, Allen, Texas
75013
|
|
| (Address of principal executive offices) (Zip Code) | |
| Company’s telephone number, including area code: (214) 644-0065 | |
|
__________________________
(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:
[ ] 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communication pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item
8.01. Other
Events.
Halo
Companies, Inc. was incorporated under the laws of the State of Delaware on
December 9, 1986. Its principal executive offices are located at One
Allen Center, Suite 500, 700 Central Expressway South, Allen, Texas 75013 and
its telephone number is 214-644-0065.
Halo
Companies, Inc. is filing this Current Report on Form 8-K, to provide further
description of the transactions detailed in the Forms 8-K filed on September 17,
2009, October 6, 2009, December 15, 2009 and March 3, 2010.
***
For
several years prior to September 30, 2009, New York-based GVC Venture Corp.
(“GVC”)
was a shell company, with no operating activities and no significant
assets. During those years, GVC sought potential opportunities for an
acquisition, sale, merger, including a reverse merger, or other business or
financial transaction.
Dallas
area-based Halo Group, Inc. (“Halo”)
was desirous of merging its operations with those of GVC.
The
capital structure of GVC did not allow for a simple one-for-one exchange of Halo
common stock, for GVC common stock. At the time, there were
approximately 40 million shares of Halo common stock outstanding, yet there were
only 36 million shares of GVC common stock available for issuance.
Nor would
the GVC capital structure accommodate (a) the Halo preferred stock, which was
convertible into common stock, or (b) the Halo stock options, which were
exercisable for common stock.
One of
the business objectives of the parties’, however, was to conclude a transaction
in which the holders of Halo common stock would receive in exchange for their
Halo common stock, an equivalent number of shares of GVC common
stock. A companion business objective was to provide the holders of
Halo preferred stock and stock options, upon conversion/exercise, a number of
shares of GVC common stock equivalent to the number of shares of Halo common
stock issuable upon conversion/exercise.
The first
business objective was accomplished, starting on September 30, 2009 and over the
course of the following months, by means of a series of steps which, taken as a
whole, provided the holders of Halo common stock an equivalent number of shares
of GVC common stock. The companion objective was also accomplished by
means of that same series of steps which, taken as a whole, provided the holders
of Halo preferred stock and stock options, upon conversion/exercise, a number of
shares of GVC common stock equivalent to the number of shares of Halo common
stock issuable upon conversion/exercise.
This
series of steps started on September 17, 2009, when the parties -- GVC, Halo and
a subsidiary of GVC formed specifically for the merger -- executed a merger
agreement. The merger agreement contemplated merging the operations
of Halo with those of GVC, as well as the ensuing steps to achieve the parties’
desired business objectives.
The
merger transaction closed on September 30, 2009, effectively merging the
operations of Halo with those of GVC, and the ensuing steps were implemented
over the following months.
GVC
stockholders prior to the merger continued to own shares of GVC common stock
following the merger, albeit in a company with newly-added operations and
assets.
2
For Halo
stockholders prior to the merger, their ownership interest did change, in a
series of steps: from Halo Group common stock, to GVC Series Z
preferred stock, to GVC common stock, which was then subject to a reverse split
to lower the number of outstanding shares.
Amendments
to the GVC charter documents were filed with the Delaware Secretary of State on
December 11, 2009 to accomplish the changes to GVC’s capital structure and to
effect a name change, to Halo Companies, Inc.
Following
the merger and the reverse split, Halo Companies, Inc. had outstanding
42,232,437 shares of common stock, of which 40,355,129 were owned by the
pre-merger Halo stockholders, and 1,877,308 were owned by the pre-merger GVC
stockholders.
Halo
Companies, Inc. (the newly-renamed GVC) then filed further documentation with
the Financial Industry Regulatory Authority (FINRA), for regulatory approval of
the name change, the reverse split, and the issuance of a new stock symbol –
with a view to having these corporate actions accurately reflected on the Over
the Counter Bulletin Board (OTCBB) and other financial reporting
services.
FINRA
granted regulatory approval for these corporate actions effective February 25,
2010, and Halo Companies, Inc. now trades under the symbol HALN.
3
SIGNATURES
Pursuant
to the requirements of Securities Exchange Act of 1934, the registrant had duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: April
23, 2010
|
HALO
COMPANIES, INC.
|
|
| By: /s/ Brandon C. Thompson | |
| Brandon C. Thompson | |
| Chairman of the Board, | |
| Chief Executive Officer and Director |