Attached files
| file | filename |
|---|---|
| EX-10.5 - Infusion Brands International, Inc. | v189879_ex10-5.htm |
| EX-10.4 - Infusion Brands International, Inc. | v189879_ex10-4.htm |
| EX-10.2 - Infusion Brands International, Inc. | v189879_ex10-2.htm |
| EX-10.1 - Infusion Brands International, Inc. | v189879_ex10-1.htm |
| EX-10.8 - Infusion Brands International, Inc. | v189879_ex10-8.htm |
| EX-10.7 - Infusion Brands International, Inc. | v189879_ex10-7.htm |
| EX-10.3 - Infusion Brands International, Inc. | v189879_ex10-3.htm |
| EX-10.6 - Infusion Brands International, Inc. | v189879_ex10-6.htm |
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): June 30, 2010
OmniReliant
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-51599
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54-2153837
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
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14375
Myerlake Circle
Clearwater,
FL 33760
(Address
of principal executive offices) (zip code)
(727)
230-1031
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 Instructions 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-4(c))
Securities
Purchase Agreement
On June
30, 2010, OmniReliant Holdings, Inc. (the “Company”) entered into a securities
purchase agreement with Vicis Capital Master Fund (“Vicis”) pursuant to which
Vicis purchased 5,000,000 shares of the Company’s newly designated Series G
Convertible Preferred Stock (the “Preferred Stock”) and a warrant to purchase
50,000,000 shares of the Company’s common stock at a per share exercise price of
$0.10 (the “Warrant” and together with the Preferred Stock, the “Securities”)
for an aggregate purchase price value of $5,000,000 (the “Purchase Price”)
consisting of (1) $3,500,000 in cash and (2) the return and cancellation of the
note in the principal amount of $1,500,000 issued to Vicis pursuant to a Note
Purchase Agreement dated June 4, 2010 between Vicis and the
Company.
The
Preferred Stock is convertible into shares of the Company’s common stock at an
initial exercise price of $0.10 per share, subject to adjustment. The Preferred
Stock has a mandatory redemption date of June 30, 2013 (the “Redemption Date”)
at which time each share of Preferred Stock outstanding on the Redemption Date
shall be redeemed at a per share rate equal to $1.00 (the “Stated Value”) plus
all accrued and unpaid dividends or distributions thereon. Holders of the
Preferred Stock are entitled to receive a “Special Preferred Distribution” on
each share of Preferred Stock held equal to (A) the sum of (1) the product of
the Stated Value multiplied by 8.12 plus (2) all accrued but unpaid dividends,
less (B) the amount of the additional dividend, if any. If the Special Preferred
Distribution is not paid on or before the Redemption Date, it shall accrue
interest at the rate of 8% per annum. The additional dividend is payable on June
30, 2011 if the Special Preferred Distribution has not yet been paid and is
equal to the Stated Value of each share of Preferred Stock outstanding.
Additionally, before any dividends shall be paid or set aside for payment on any
Junior Security (as that term is defined in the Series G Preferred Stock
Certificate of Designations) of the Company, each holder of the Preferred Stock
shall be entitled to receive cash dividends payable on the Stated Value of
Preferred Stock at a rate of 8% per annum, which shall accrue daily and paid
quarterly. So long as the Preferred Stock is outstanding, the holders of the
Preferred Stock shall, voting together as a separate class, be entitled to elect
two directors to the Company’s board of directors.
The
Warrant is exercisable for a term of ten years at an exercise price of $0.10 per
share. The Warrant also contains anti-dilution provisions, including,
but not limited to, if the Company issues shares of its common stock at less
than the then existing exercise price, the price of the Warrant will
automatically be reduced to such lower price.
In
addition, the Company and Vicis have entered into a registration rights
agreement pursuant to which if at any time after the date of the agreement the
Company shall decide to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with the stock option or other employee benefit plans, then the
Company shall send to each holder a written notice of such determination and, if
within fifteen days after the date of such notice, any such holder shall so
request in writing, the Company shall include in such registration statement,
all or any part of such Registrable Securities (as defined in the Registration
Rights Agreement) such holders request to be registered.
As
further consideration for above-described transaction, the Company and Vicis
entered into a security agreement, giving Vicis a secured interest in the
Company’s assets. Additionally, Vicis and the Company’s wholly owned
subsidiaries entered into a subsidiary guarantee and a guarantor security
agreement.
The
foregoing is not a complete summary of the terms of the private placement
described in this Item 1.01 and reference is made to the complete text of the
Purchase Agreement, the Series G Convertible Preferred Stock Certificate of
Designation, the Warrant, the Registration Rights Agreement, the Security
Agreement, the Subsidiary Guarantee and Guarantor Security Agreement, attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7,
respectively.
Employment
Agreement
On June
30, 2010, the Company entered into an employment agreement (the “Employment
Agreement”) with Robert DeCecco, its Chief Executive Officer, pursuant to which
Mr. DeCecco will serve as Chief Executive Officer, President and Chief Financial
Officer for the Company for a period of three years, subject to
renewal. In consideration for his services, Mr. DeCecco will receive
an annual base salary of $225,000 and options to purchase (i) that number of
shares of common stock of the Company equal to 4.5% of the issued and
outstanding common stock of the Company on a fully diluted basis; (ii) that
number of shares of Designer Liquidator, Inc., the Company’s wholly
owned subsidiary (“Designer Liquidator”) equal to 4.5% of the issued and
outstanding shares of Designer Liquidator’s common stock on a fully diluted
basis and (iii) that number of shares of OmniResponse, Inc. , the Company’s
wholly owned subsidiary (“OmniResponse”) equal to 4.5% of the issued and
outstanding shares of OmniResponse’s common stock on a fully diluted basis
(collectively, the “Stock Options”). The Stock Options of the Company
are calculated and issued as of the date of the Employment
Agreement. The Stock Options of OmniResponse and Designer Liquidator,
will be calculated and issued upon
the consummation of a Spin-Off Transaction whereby the Company will spin-out
certain subsidiaries, assets, brands, and/or lines of business of the Company
into a separate company. Notwithstanding the foregoing, none of the
Stock Options shall become exercisable, whether or not vested, until the Company
has paid in full to holders of its Series G Convertible Preferred Stock the
Special Preferred Distribution, as described above.
As
described in Item 1.01 above, which information that is required to be disclosed
under this Item 3.02 is hereby incorporated by reference into this Item, on June
30, 2010, the Company issued and sold 5,000,000 shares of its Series G
Convertible Preferred Stock and Series G Warrants to purchase an aggregate of
50,000,000 shares of the Company’s common stock. The Preferred Stock
and the Warrant were all sold and/or issued only to “accredited investors,” as
such term is defined in the Securities Act of 1933, as amended (the “Securities
Act”), were not registered under the Securities or the securities laws of any
state, and were offered and sold in reliance on the exemption from registration
afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act
and corresponding provisions of state securities laws, which exempt transactions
by an issuer not involving any public offering
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Exhibit
Number
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Description
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10.1
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Securities
Purchase Agreement dated June 30, 2010
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10.2
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Series
G Convertible Preferred Stock Certificate of
Designations
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10.3
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Series
G Warrant
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|
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10.4
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Registration
Rights Agreement
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10.5
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Security
Agreement
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10.6
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Subsidiary
Guarantee
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10.7
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Guarantor
Security Agreement
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10.8
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Employment
Agreement with Robert DeCecco
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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OmniReliant
Holdings, Inc.
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Dated:
July 6, 2010
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By:
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/s/ Robert DeCecco
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Name:
Robert DeCecco
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Title:
Chief Executive Officer
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