Attached files
| file | filename |
|---|---|
| EX-10.2 - Investview, Inc. | v197369_ex10-2.htm |
| EX-10.1 - Investview, Inc. | v197369_ex10-1.htm |
| EX-10.5 - Investview, Inc. | v197369_ex10-5.htm |
| EX-10.6 - Investview, Inc. | v197369_ex10-6.htm |
| EX-10.4 - Investview, Inc. | v197369_ex10-4.htm |
| EX-10.3 - Investview, Inc. | v197369_ex10-3.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 and Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 23,
2010
GLOBAL
INVESTOR SERVICES, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
|
000-27019
|
87-0369205
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
708 3rd
Avenue, 6th Floor
New York,
New York 10017
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (212) 227-2242
With a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite 206
Rockville
Centre, New York 11570
T:
516.833.5034
F:
516.977.1209
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))
Item
1.01 Entry
into a Material Definitive Agreement
Item
3.02 Unregistered
Sales of Equity Securities
On
September 23, 2010, Global Investor Services, Inc. (the “Company”) entered into
a Sales Agency Agreement (the “Sales Agreement”) with The Cougar Group, a Hong
Kong corporation (“Cougar”), pursuant to which Cougar agreed, and the Company
appointed, Cougar to act as the exclusive agent for the Company in South Korea
and Japan (“Tier One Countries”) as well as China, Australia, Hong Kong,
Singapore, Philippines, Indonesia, New Zealand and India (“Tier Two
Countries”). Cougar will act as sole exclusive agent for the
Company’s products in the Tier One Countries and the Tier Two
Countries. The term of the Sales Agreement is for a
period of five years. However, the Company may terminate the Sales
Agreement in the event that Cougar does not reach its sales objectives or fails
to pay the Notes (as defined below) in full. In consideration for the
services under the Sales Agreement, the Company issued Cougar 120,000,000 shares
of common stock (the “TCG Shares”) in consideration of the issuance of 4%
promissory notes payable by Cougar to the Company in the aggregate amount of
$10,000,000 (the “Notes”). The Notes associated with the Tier One
Countries, in the principal amount of $2,000,000, mature on March 31,
2011. The Notes associated with the Tier Two Countries, in the
principal amount of $8,000,000, mature on September 31, 2011. Cougar
may prepay the Notes at any time in minimum intervals of
$250,000. Further, upon achieving revenue targets as set forth in the
Sales Agreement at intervals of no less than $250,000, the principal balance of
the Notes shall be reduced by the amount of such sales
target. The Company, Cougar and the Law Officers of
Stephen M. Fleming PLLC (the “Escrow Agent”) have entered into an Escrow
Agreement pursuant to which the TCG Shares were placed in escrow with the Escrow
Agent. Upon payment of the Notes, the Company will direct the TCG
Shares in the appropriate amounts. Further, Cougar and the Company
have entered into a Voting Agreement whereby Cougar has appointed Nicholas
Maturo and Ryan Smith to vote the TCG Shares as they deem fit at all times while
the TCG Shares are held by the Escrow Agent. Cougar was granted the
right to appoint a director to the Company’s Board of Directors.
The
Company and Wealth Engineering LLC (“Wealth”) have entered into an Agreement
(the “Wealth Agreement”) whereby Wealth has agreed to provide services to the
Company in connection with the Sales Agreement. Wealth is required to
deliver all product materials (at the Company’s expense), conduct presentations
and training via webinar or site visits and provide support and training
activities via webinar or site visit. As compensation for the above
services, the Company will pay Wealth 10% of all revenue generated from the Tier
One Countries and the Tier Two Countries for a period of two years with a
maximum payment of $2,500,000 per year. Wealth was granted the
right to appoint a director to the Company’s Board of Directors.
The TCG
Shares were offered and sold in a private placement transaction made in reliance
upon exemptions from registration pursuant to Section 4(2) under the Securities
Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. Cougar is
an accredited investors as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933.
The
foregoing information is a summary of each of the agreements involved in the
transaction described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this financing transaction.
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
statements of business acquired.
|
Not
applicable.
|
(b)
|
Pro
Forma Financial statements.
|
Not
applicable.
|
(c)
|
Shell
company transactions.
|
Not
applicable.
|
(d)
|
Exhibits.
|
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Sales
Agency Agreement between The Cougar Group and Global Investor Services,
Inc.
|
|
|
10.2
|
Form
of 4% Promissory Note – Tier One Countries
|
|
|
|
||
|
10.3
|
Form
of 4% Promissory Note – Tier Two
Countries
|
|
10.4
|
Voting
Agreement between The Cougar Group and Global Investor Services,
Inc.
|
|
|
|
||
|
10.5
|
Escrow
Agreement between The Cougar Group, Global Investor Services, Inc. and the
Law Offices of Stephen M. Fleming PLLC
|
|
|
10.6
|
Agreement
entered between Global Investor Services, Inc. and
Wealth Engineering
LLC
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| GLOBAL INVESTOR SERVICES, INC. | |||
|
Date:
September 23, 2010
|
By:
|
/s/ WILLIAM KOSOFF | |
|
New York, New
York
|
Name: William Kosoff | ||
| Title: Chief Financial Officer and Director | |||