Attached files
| file | filename |
|---|---|
| EX-99.1 - Vicapsys Life Sciences, Inc. | v185727_ex99-1.htm |
| EX-10.25 - Vicapsys Life Sciences, Inc. | v185727_ex10-25.htm |
| EX-10.21 - Vicapsys Life Sciences, Inc. | v185727_ex10-21.htm |
| EX-10.19 - Vicapsys Life Sciences, Inc. | v185727_ex10-19.htm |
| EX-10.23 - Vicapsys Life Sciences, Inc. | v185727_ex10-23.htm |
| EX-10.20 - Vicapsys Life Sciences, Inc. | v185727_ex10-20.htm |
| EX-10.17 - Vicapsys Life Sciences, Inc. | v185727_ex10-17.htm |
| EX-10.24 - Vicapsys Life Sciences, Inc. | v185727_ex10-24.htm |
| EX-10.18 - Vicapsys Life Sciences, Inc. | v185727_ex10-18.htm |
| EX-10.22 - Vicapsys Life Sciences, Inc. | v185727_ex10-22.htm |
| EX-10.26 - Vicapsys Life Sciences, Inc. | v185727_ex10-26.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): May 13, 2010
SSGI,
Inc.
(Exact
name of registrant as specified in its charter)
Florida
(State or
other jurisdiction of incorporation)
|
333-160700
|
|
91-1930691
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
8120 Belvedere
Road, Suite 4,
West Palm
Beach, Florida 33411
(Address
of principal executive offices, including zip code)
(561)
333-3600
(Registrant's
telephone number, including area code)
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))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of
Assets.
On May
13, 2010, the registrant, SSGI, Inc. (the “Company”), acquired all of the
outstanding shares of capital stock of B&M Construction Co., Inc., a Florida
corporation (“B&M”), from Bobby L. Moore, Jr. (the “Majority B&M
Shareholder”), Phillip A. Lee, William H. Denmark and Evan D. Finch (Messrs.
Lee, Denmark and Finch are collectively referred to as the “Minority B&M
Shareholders”). B&M is a construction company operating in the
Southeastern United States that specializes in the design, construction and
maintenance of retail petroleum facilities.
The
consideration paid by the Company to the Majority B&M Shareholder consisted
of (a) $1,000,000 in cash, payable $300,000 at closing, $250,000 within 30 days
of the closing date, $250,000 within 60 days of the closing date, and $200,000
within 90 days of the closing date, plus (b) $1,173,473
represented by a Promissory Note bearing interest at 4% per annum and payable in
forty-eight (48) equal monthly installments, commencing on the 30th day
following the closing date, plus (c) 4,124,622 shares of
common stock, par value $0.001 per share, of the Company (the “Common
Stock”). The consideration paid by the Company to the Minority
B&M Shareholders consisted of (in the aggregate) (a) 2,000,000 shares of
Common Stock, and (b) warrants to purchase 250,000 shares of Common Stock
exercisable for five years at an exercise price of $0.75 per
share. In addition, at the closing of the acquisition, the Minority
B&M Shareholders became employees of Surge Solutions Group, Inc., the
wholly-owned operating subsidiary of the Company (“Surge”).
Item
3.02. Unregistered Sales of Equity Securities.
On May
13, 2010, the Company sold for cash 2,900,000 shares of Common Stock for an
aggregate offering price of $290,000. There were no underwriting
discounts or commissions. The securities were sold in a private
placement only to accredited investors in reliance on an exemption provided by
Regulation D promulgated under the Securities Act of 1933, as
amended.
In
addition, and as disclosed under Item 2.01 above, on May 13, 2010, the Company
issued a total of 6,124,622 shares of Common Stock and warrants to purchase
250,000 shares of Common Stock, in partial consideration for all of the
outstanding shares of capital stock of B&M. The warrants are
exercisable for five years at an exercise price of $0.75 per share. The
securities were issued in a private placement only to accredited investors in
reliance on an exemption provided by Regulation D promulgated under the
Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The
financial statements of B&M required to be filed under Item 9.01(a) of this
report are not included in this report, and will be filed by amendment within 71
calendar days after the date that this report is required to be
filed.
(b) Pro
forma financial information.
Any pro
forma financial information required to be filed under Item 9.01(b) of this
report is not included in this report, and will be filed by amendment within 71
calendar days after the date that this report is required to be
filed.
2
(d)
Exhibits:
|
10.17
|
Stock
Purchase Agreement among the Company, B&M and Bobby L. Moore, Jr.,
dated May 13, 2010
|
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10.18
|
Promissory
Note, dated May 13, 2010, executed by the Company and made payable to
Bobby L. Moore, Jr.
|
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10.19
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Pledge
Agreement between the Company and Bobby L. Moore, Jr., dated May 13,
2010
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10.20
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Consulting
Agreement between the Company and Bobby L. Moore, Jr., dated May 13,
2010
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10.21
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Non-Competition
and Non-Solicitation Agreement among the Company, B&M and Bobby L.
Moore, Jr., dated May 13, 2010
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10.22
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Registration
Rights Agreement between the Company and Bobby L. Moore, Jr., dated May
13, 2010
|
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10.23
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Indemnification
Agreement among the Company, B&M and Bobby L. Moore, Jr., dated May
13, 2010
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10.24
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Stock
Purchase Agreement among the Company, Phillip A. Lee, William H. Denmark
and Evan D. Finch, dated May 13,
2010
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10.25
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Form
of Warrant for the Purchase of Shares of Common Stock issued by the
Company to each of Phillip A. Lee, William H. Denmark and Evan D. Finch,
dated May 13, 2010
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10.26
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Form
of Employment Agreement between Surge and each of Phillip A. Lee, William
H. Denmark and Evan D. Finch, dated May 13,
2010
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99.1
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Press
release issued by the Company on May 18,
2010
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3
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.
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Dated: May
18, 2010
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SSGI, INC.
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(Registrant)
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/s/
Larry M. Glasscock
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Larry
M. Glasscock
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Chief
Executive Officer and President
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(Principal
Executive Officer)
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4