Attached files
| file | filename |
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| EX-10.1 - InterCore, Inc. | v201318_ex10-1.htm |
| EX-10.2 - InterCore, Inc. | v201318_ex10-2.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):
|
November
5, 2010
(November
3, 2010)
|
I-WEB
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other
jurisdiction
of incorporation)
|
000-54012
(Commission
File
Number)
|
27-2506234
(I.R.S.
Employer
Identification
No.)
|
706
Hillcrest Drive
Richmond,
Texas 77469
(Address
of principal executive offices) (zip code)
(609)
516-7669
(Registrant’s
telephone number, including area code)
2629
Regent Road
Carlsbad,
California 92010
(Former
name or former address, if changed since last report.)
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))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On
October 28, 2010, the holder of the majority of our common stock, as well as one
of our officers and directors, Mr. Kenneth S. Barton, entered into a Agreement
to Purchase Common Stock (the “Agreement”) with Rockland Group, LLC, a Texas
limited liability company (“Rockland”), under which Rockland agreed to purchase
an aggregate of 10,000,000 shares of our common stock from Mr. Barton in
exchange for $250,000. These shares represent approximately 90% of
our outstanding common stock. The transaction closed November 3,
2010. We were a party to the Agreement for the purpose of
acknowledging certain representations and warranties about the company in the
Agreement.
There
were also ancillary stock purchase agreements between three of our other
shareholders and three purchasers under which those purchasers acquired
1,000,000 shares of our common stock from the selling
stockholders. We were not a party to the agreements and none of the
selling stockholders were affiliates of the company.
On
November 4, 2010, we entered into a Securities Purchase Agreement with Rockland
Group, LLC, our majority shareholder and an entity controlled by one our
Directors, Mr. Harry Pond (the “Purchase Agreement”). Under the
Purchase Agreement, Rockland Group has agreed to purchase Two Million
(2,000,000) Shares of a yet to be created series of preferred stock for
$100,000. Under the terms of the Purchase Agreement we are obligated
to create a new class of preferred stock entitled the Series A Convertible
Preferred Stock with the following rights and preferences: (i) dividend rights
equal to the dividend rights of our common stock; (ii) liquidation preference
over our common stock; (iii) each share of Series A Convertible Preferred Stock
will be convertible into one share of our common stock; (iv) no redemption
rights; (v) no call rights by the company; (vi) each share of Series A
Convertible Preferred stock will have twenty five (25) votes on all matters
validly brought to our common stockholders for approval; and (vii) mandatory
approval by a majority of the Series A Convertible Preferred stockholders for
certain change of control transactions by the company. The other
rights and preferences will be determined by our Board of
Directors. We will not be issuing the shares under this Purchase
Agreement until after the class of Series A Convertible Preferred Stock has been
created with the State of Delaware. At that time we will file a new
Form 8-K for the issuance, or put the relevant information in the appropriate
periodic filing.
|
Item
5.01
|
Changes
in Control of Registrant.
|
As noted
above, under the Agreement, Mr. Barton, one of our affiliate-shareholders sold
shares that represent approximately 90% of our outstanding common stock to
Rockland. Three other non-affiliated shareholders also sold shares
that represent approximately 9% of our outstanding common stock to three
non-affiliated purchasers. In connection with this change of control
we will be pursuing a new business focus, see Item 8.01, below.
2
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Pursuant
to the Agreement, Mr. Kenneth S. Barton resigned from his positions as our
President and Chief Executive Officer, effective at the close of the transaction
- November 3, 2010. Mr. Barton also resigned as a member of our Board
of Directors, effective at the close of the transaction. We are not
aware of any disagreements with Mr. Barton of the type required to be disclosed
per Item 5.02(a) of this Form 8-K.
Pursuant
to the Agreement, Mr. Anthony R. Turnbull resigned from his position as our
Chief Financial Officer and Secretary, effective at the close of the
transaction, on November 3, 2010. Mr. Turnbull also submitted his
resignation as a member of our Board of Directors, effective upon the
effectiveness of the appointment of one or more Directors to serve on our Board
of Directors. We are not aware of any disagreements with Mr. Turnbull
of the type required to be disclosed per Item 5.02(a) of this Form
8-K.
In
conjunction with the close of the transaction, the following additions to our
Board of Directors and executive management team occurred:
Mr. Harry
Pond, the Manager of the Rockland Group, LLC, the holder of 90% of our
outstanding common stock, was appointed to serve on our Board of
Directors. From 2005 to present, Mr. Pond has served as Managing
Director of Rockland Group, LLC, which is a real estate development company
active in the Houston, Texas real estate market. From 2008 to
present, Mr. Pond has served as a senior business executive for Rockland
Insurance Agency, Inc. In this position he is actively involved with
the management of loss prevention, marketing, and recruiting to ensure the
company’s profitability and productivity. From 1979 to present, Mr.
Pond has owned and operated The Harry Pond Insurance Agency, a company that he
is currently in the process of merging with Rockland Insurance Agency,
Inc. Mr. Pond received his BS in mathematics and education from Texas
State University.
Mr. James
F. Groelinger replaced Mr. Barton as our Chief Executive
Officer. Since 2007, Mr. Groelinger has been the Managing Director at
Bellegrove Associates where he provides strategic guidance to emerging clean
energy entrepreneurs and companies. This guidance includes, but is
not limited to, evaluating potential energy-related investments, assisting
inventors with energy-related patents and products, as well as developing
strategies for creating joint ventures between U.S. and foreign entities or
governments. Since 2009, Mr. Groelinger has also been the Executive
Director of Clean Energy Alliance, Inc., which is a national association of
clean energy incubators for the purpose of fund raising, policy development, and
strategy. From 2001 to 2007, Mr. Groelinger was the Chief Executive
Officer, President and a Director of EPV Solar, Inc., which was a photovoltaic
technology company that developed a technology for the production of thin-film
photovoltaic products. As CEO and President of EPV Solar, Mr.
Groelinger led the company and oversaw sales as they increased from nil to more
than $20 million annually, developed products sales in the U.S., Germany, and
Spain, oversaw joint ventures with foreign manufacturers, and managed a complex
$60 million debt-for-equity recapitalization, setting the stage for a $70
million third-party financing and initial public offering. Mr.
Groelinger received his BChE from the City College of New York, New York, and
his MBA in Finance from Temple University.
3
Mr.
Frederick Larcombe replaced Mr. Turnbull as our Chief Financial Officer and
Secretary. From early 2008 to the present, Mr. Larcombe, as a
principal with Crimson Partners, a group of seasoned financial professionals,
serves a number of clients primarily in the life sciences. In this
connection and since September 2009, Mr. Larcombe has served as the Chief
Financial Officer for iBio, Inc. (IBPM.OB), a biotechnology company focused on
commercializing its proprietary technology for the production of biologics
including vaccines and therapeutic proteins. From 2005 to 2007, he was
simultaneously the Chief Financial Officer of Xenomics Inc., and FermaVir
Pharmaceuticals, Inc. From 2004 to 2005, he was a consultant with
Kroll Zolfo Cooper, a professional services firm providing interim management
and turn-around services, and from 2000 to 2004, he was Chief Financial Officer
of MicroDose Therapeutics. Prior to 2000, Mr. Larcombe held various
positions with ProTeam.com, Cambrex, and PriceWaterhouseCoopers. Mr.
Larcombe's received his BS in Accounting from Seton Hall University, was
designated a Certified Public Accountant in New Jersey, and is an alumnus of the
Management Development Program at Harvard Business School.
Mr. Wayne
LeBlanc was hired as our Senior Managing Director for Business
Development. Mr. LeBlanc is a senior business development
executive. Since 1999, Mr. LeBlanc has been a managing partner in
Solutions for Energy Management where he has been involved in brokering
electricity to large customers and serving as a consultant for demand side
management. Mr. LeBlanc is also currently a managing partner in
eMEDiSAFE, a company formed to address the recent requirements to convert to
electronic medical records to reduce health care costs. From
2007-2008, Mr. LeBlanc was Vice President of Business Development for EPV
Solar. In this position he was part of an executive team assembled to
secure capital for manufacturing expansion, both in the U.S. and
internationally, and recruitment of senior staff. From 2000-2004, Mr.
LeBlanc was a founder of Utility Choice Electric, the first independent retail
electric provider in Texas. .
All of
our officers and other personnel are independent contractors and will continue
to be until we have sufficient time and resources to hire them as
employees. We do not currently have any written agreements with any
of our officers or directors.
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Item
8.01
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Other
Events
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In
connection with the close of the transaction and the change of control of the
company, we will be pursuing a new business focus going
forward. Since our inception until the close of the transaction we
were a website design service company. Going forward we will be
seeking investments and purchasing opportunities primarily in products and
companies involved in the emerging and important market segments of clean and
renewable energy, medical technology, nanotechnology, and
environmentally-friendly (green) waste management. Our management and
employees intend to pursue a two-pronged approach to this investment strategy,
first, looking at companies and investment opportunities where our management
and employees already have a pre-existing relationship and successful investing
track record, and, second, pursuing new opportunities in these four market
segments, as well as others. We are currently targeting three
companies for investment in the above market-segments and intend to invest in
additional opportunities as they develop that will hopefully build future
shareholder value. We plan on placing a particular emphasis on
products and companies that are expected to generate significant positive cash
flow, which we expect to reinvest in other companies and/or investment
opportunities.
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Item
9.01
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Financial
Statements and Exhibits
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Exhibits
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10.1
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Agreement
to Purchase Common Stock by and between Kenneth S. Barton, Rockland Group,
LLC, and I-Web Media, Inc., dated November 3, 2010
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10.2
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Securities
Purchase Agreement by and between I-Web Media, Inc. and Rockland Group,
LLC, dated November 4,
2010
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5
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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Dated: November
5, 2010
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I-Web
Media, Inc.
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a
Delaware corporation
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|
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/s/ James F. Groelinger
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|
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By: James F.
Groelinger
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|
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Its: Chief Executive
Officer
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