Attached files
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| EX-10.1 - LEXICON UNITED INC | v192513_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
August 2,
2010
LEXICON UNITED
INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33131
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06-1625312
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(State
or other jurisdiction of
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(Commission
File No.)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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4500 Steiner Ranch Blvd., Suite 1708, Austin,
TX
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78732
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(Address
of principal executive offices)
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(Zip
Code)
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(512)
266-3507
(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:
¨
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))
On August
2, 2010, Lexicon United Incorporated (the “Company”) executed an Agreement and
Plan of Merger (“Merger Agreement”) with Pathworks PCO of Florida, Inc.
(“Pathworks-Florida”) and Lexicon Acquisition, Inc., a wholly-owned subsidiary
of the Company, wherein the Company and Pathworks-Florida agreed to enter into a
business combination transaction pursuant to which Pathworks-Florida will become
a wholly-owned subsidiary of the Company.
Pathworks-Florida’s
controlling shareholder, Pathworks Corporation (“Pathworks”), is engaged in the
business of development, installation and operation of fiber optic
telecommunications delivery systems for multi-family residential units.
Pathworks is a party to a Master Agreement (the “Master Agreement”) with
CenturyTel Services Group, LLC (“CenturyLink”), pursuant to which, Pathworks,
has exclusive rights with respect to tariffs applicable services to be provided
in certain identified markets. Pathworks acts as agent for various
homeowners associations and other residential organizations and, pursuant to the
Master Agreement, has agreed to procure various bulk services and Premium
Services from CenturyLink and to provide certain customer care and billing
services to end users. Under the terms of the Master Agreement,
Pathworks has exclusive rights to deliver services under these tariffs for a
period of 15 years in the markets (including the State of Florida) designated in
the Master Agreement. Pathworks has further committed to deploy
fiberoptic networks and provide content to its customer base with all markets
serviced by Century-Link.
In
furtherance of its performance under the Master Agreement, Pathworks has agreed
to assign certain of its rights and responsibilities under the Master Agreement
to Pathworks-Florida. In exchange, Pathworks-Florida intends to enter
into a royalty agreement with Pathworks whereby Pathworks-Florida would pay
Pathworks a royalty for the first five years of service provided to
Pathworks-Florida customers and thereafter such service would continue to be
provided by Pathworks-Florida on a royalty-free basis
Pursuant
to the terms of the Merger Agreement, at the Closing, Pathworks shareholders
will exchange all of their issued and outstanding Pathworks stock for an
aggregate number of shares of the Company’s common stock equal to forty-seven
percent (47%) of the pro-forma, fully-diluted shares of the Company’s common
stock immediately following the Closing. The Merger Agreement further
provides that the Closing of the transaction will take place within two (2) days
following the satisfaction of all conditions set forth in the Merger Agreement,
but not later than October 31, 2010. Completion of the merger
transaction is subject to the satisfaction of certain terms and conditions
including, but not limited to, Pathworks-Florida shareholder approval, board of
directors approval by all transaction participants, execution of certain
additional agreements between Pathworks-Florida and Pathworks, execution of an
agreement with the parent of one of Pathworks-Florida’s shareholders and
completion of due diligence to satisfaction of all parties.
At the
Closing, James A. Grimwade, a shareholder of Pathworks-Florida, will be
appointed to the board of directors of the Company. In addition, at
the Closing, the Company will enter into new employment contracts with Joshua M.
Henschell and David A. Nickerson, who are currently affiliated with
Pathworks-Florida on terms to be determined.
Item
9.01. Financial Statements and Exhibits.
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(d)
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The following exhibits are
furnished herewith:
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10.1 Agreement
and Plan of Merger by and among Pathworks PCO of Florida, Inc., Lexicon United
Incorporated and Lexicon Acquisition, Inc.
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 hereunto
duly authorized.
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LEXICON
UNITED INCORPORATED
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Registrant
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August
4, 2010
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By:
/s/ Elie
Saltoun
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Elie
Saltoun
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Chief
Executive
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Agreement
and Plan of Merger by and among Pathworks PCO of Florida, Inc., Lexicon
United Incorporated and Lexicon Acquisition,
Inc.
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