Attached files
| file | filename |
|---|---|
| EX-99.2 - WLG INC | v188936_ex99-2.htm |
| EX-99.3 - WLG INC | v188936_ex99-3.htm |
| EX-99.1 - WLG INC | v188936_ex99-1.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): May 14, 2010
WLG
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-113564
|
20-0262555
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
920
East Algonquin Road
Suite
120
Schaumburg,
IL 60173 USA
(Address
of Principal Executive Offices/Zip Code)
(224)
653-2800
(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):
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-4c))
Pursuant
to a Securities Purchase Agreement (the “SPA”) to be entered into, by and among
WLG Inc. (the “Company” or “WLG”), Wako Express (HK) Co. Ltd, (“WEHK”), WLG’s
wholly owned Hong Kong subsidiary and Jumbo Glory Limited, a Hong Kong
corporation and the owner of approximately 51% of the issued and outstanding
shares of common stock (the “Common Stock”) of WLG (“Jumbo”), (i)
WLG agreed to sell to Jumbo 978,000 shares of its newly
designated Series C Preferred Stock at a price of $1.00 per share, and (ii)
WEHK agreed to sell to Jumbo a 6%, $1,000,000 aggregate principal
amount promissory note due June 3, 2011 (the “Note”). For a
full description of the terms of the SPA, see Exhibit 99.1 attached
hereto.
On May
14, 2010, Jumbo transferred $978,000 to WLG which will be applied to the
purchase of the shares of Series C Preferred Stock. On June 3, 2010, Jumbo
transferred to WEHK $940,000 in full payment for the purchase of the Note with
$60,000 withheld as a prepayment of interest. The Note is unsecured
and may be prepaid at any time. Payment of the Note may be
accelerated in the case of a default, as defined in the Note. For a
full description of the terms of the Note, see Exhibit 99.2 attached
hereto.
Each
share of Series C Preferred Stock has a stated value (the “Stated Value”) and a
liquidation and redemption value of $1.00 per share. The Series C Preferred
Stock may be converted by the holder at any time into that number of shares of
Common Stock determined by dividing the Stated Value by $0.25 per
share, subject to certain anti-dilution provisions. For a full
description of the terms of the Series C Preferred Stock, see the Company’s
Certificate of Designation annexed hereto as Exhibit 99.3.
As
reported in WLG’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on February 12, 2010, and WLG’s Current Report
on Form 8-K filed with the SEC on May 15, 2010, Jumbo acquired its shares of
Common Stock from Christopher Wood in two privately negotiated transactions
between Jumbo and Mr. Wood. As of the date hereof, Mr. Wood
beneficially owns 13,854,357 shares of Common Stock (which includes 4,428,571
shares of the Company’s Common Stock issuable upon conversion of convertible
preferred stock owned by Mr. Wood). Mr. Wood is a director of WLG and
was WLG’s former chief executive officer.
Based
solely upon information provided to WLG from Jumbo, Jumbo has no business other
than acting as a holding company for its investment in WLG, and according to
Jumbo’s Annual Return dated March 27, 2010, filed with the Hong Kong Companies
Registry, Malcolm Wood, Chris Wood’s adult son, and Andrew Jillings, WLG’s
current Chief Executive Officer and Danny Chan, WLG’s President for Asia
Pacific, own 51%, 32% and 17% of Jumbo’s issued and outstanding ordinary shares,
respectively.
No
commissions were paid in connection with the sale and purchase of the Series C
Preferred and/or the Note and the Note and the shares of Series C Preferred
Stock were issued to Jumbo without registration under the Securities Act of
1933, as amended (the “Act”), in reliance upon the exemptions from registration
provided under Section 4(2) of the Act and under Regulation S. Such issuance did
not involve any public offering; no general solicitation or general advertising
was used in connection with such issuance; Jumbo represented that it was an
“accredited investor” within the meaning of Rule 501 of Regulation D of the Act
and a non-US person as defined in Regulation S and the Note and the certificate
or certificates representing the shares of Series C Preferred Stock will be
issued with restricted securities legends.
The
foregoing descriptions of the Agreement, the Note and the Certificate of
Designation are qualified in their entirety by the full text of such documents,
forms of which are attached as exhibits to this Current Report and are
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure required to be provided herein is incorporated by reference to
Item 1.01.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
|
Description
|
|
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99.1
|
Form
of Securities Purchase Agreement by and among WLG Inc., Wako Express (HK)
Co., Ltd., and Jumbo Glory Limited
|
|
|
99.2
|
Form
of 6% Subordinate Promissory Note
|
|
|
99.3
|
Form
of Certificate of Designation of Preferences, Rights and Limitations of
Series C Convertible Preferred
Stock
|
This Current Report on Form 8-K may contain, among
other things, certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements with respect to the Company's plans, objectives, expectations and
intentions and other statements identified by words such as may, could, would,
should, believes, expects, anticipates, estimates, intends, plans or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company's control).
SIGNATURE
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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WLG
INC.
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|||
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Date: June
29, 2010
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By:
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/s/ Christopher Wood | |
| Name: Christopher Wood | |||
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Title:
Chairman of the Board of Directors
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