Attached files
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| EX-10.1 - LEXICON UNITED INC | v206989_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)
December
31, 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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
December 31, 2010, Lexicon United Incorporated, a Delaware corporation (the
“Company”) and Pathworks PCO of Florida, Inc., a Florida corporation
(“Pathworks-Florida”) and the former shareholders of Pathworks-Florida
(Pathworks Corporation, James Grimwade and Chesscom Technologies, Inc.)
(collectively, the “Pathworks Shareholders”) executed a Share Exchange and
Settlement Agreement (“SEA”), the purpose of which was to unwind and terminate
the previously completed merger of Pathworks-Florida into the
Company. Thereafter, Pathworks-Florida ceased to be a subsidiary of
the Company and will continue to operate and an independent entity unrelated to
the Company.
On
October 21, 2010, the Company completed a merger transaction (‘Merger”) with
Pathworks-Florida, pursuant to which Pathworks-Florida became a wholly-owned
subsidiary of the Company.
Pathworks-Florida
was and is engaged in the business of development, installation and operation of
fiber optic telecommunications delivery systems for multi-family residential
units. As a result of the Merger, Pathworks-Florida had 1,000 shares of capital
stock issued and outstanding, all of which were held by the
Company. Pursuant to the Merger, the Company had issued an aggregate
of 8,715,000 Company shares (“Company Stock”) to the former shareholders of
Pathworks-Florida. Pursuant to the SEA, each of the Pathworks
Shareholders transferred to the Company (either for cancellation or to be held
by the Company as treasury shares) all of its shares of Company Stock issued in
connection with the Merger in exchange for its pro-rata share of 100% of the
issued and outstanding capital stock of Pathworks-Florida.
In
connection with the SEA, the parties further agreed that:
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(a)
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Pathworks-Florida
and each of the Pathworks Shareholders shall jointly and severally
indemnify the Company and hold it harmless to the fullest extent permitted
by law in connection with (a) any liability(ies) for any expenses
associated with either the Heron’s Glen or Huntington Lakes project; (b)
the defense or settlement of any claim(s) if the Company becomes a party
to or is threatened to be made a party to or otherwise involved (as a
witness or otherwise) in any legal proceeding or administrative action
related to the contracts between Pathworks-Florida and either Heron’s Glen
or Huntington Lakes.
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(b)
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The
Company shall indemnify James Grimwade and hold him harmless to the
fullest extent permitted by law if he becomes a party to or is threatened
to be made a party to or otherwise involved (as a witness or otherwise) in
any legal proceeding or administrative action related to any claims
incurred by the him in his capacity as a director of the Company in
connection with the defense or settlement of any such
claim(s).
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(c)
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Unless
such obligation is a specific subject of the SEA (i.e. indemnification
agreements), all contractual obligations of the Company with respect to
the affairs or operations of Pathworks-Florida (including but not limited
to any employment agreements) shall be deemed to be terminated effective
as of the Closing Date and there shall be no residual liability whatsoever
on the part of the Company with respect thereto following the Closing
Date. Any such contractual obligations of the Company shall be
deemed to be assigned to and assumed by the Pathworks Shareholders and
Pathworks-Florida effective the Closing Date without the Company retaining
any residual liability with respect
thereto.
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(d)
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Effective
the Closing Date, the Company unilaterally terminates that certain
Agreement by and between the Company and Pathworks Corporation dated as of
October 12, 2010 which provided the Company the right to cure any default
on the Master Agreement between Pathworks Corporation and Century-Link and
further provided the Company the right in the event of such cure to
acquire full ownership of Pathworks Corporation on terms and conditions to
be determined between the parties.
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2
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(e)
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With
the sole exception of those obligations which are specifically
incorporated in the SEA, the Parties agreed to release, cancel, forgive
and forever discharge each other Party and each of his, her or its
predecessors, parent corporations, holding companies, subsidiaries,
affiliates, divisions, heirs, successors and assigns, and all of their
officers, directors and employees from all actions, claims, demands,
damages, obligations, liabilities, controversies and executions, of any
kind or nature whatsoever, whether known or unknown, whether suspected or
not, which have arisen, or may have arisen, or shall arise by reason of
the Merger and the operations or affairs of Pathworks-Florida and such
Parties specifically agreed to waive any claim or right to assert any
cause of action or alleged case of action or claim or demand which has,
through oversight or error intentionally or unintentionally or through a
mutual mistake, been omitted from this mutual general
release.
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(f)
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Effective
the Closing of the SEA, James A. Grimwade, tendered his resignation as a
director of the Company with immediate
effect
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Item
2.01 Completion of Acquisition or Disposition of Assets
See Item
1.01, Entry into a Material Definitive Agreement.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Pursuant
to the terms of the SEA, on December 31, 2010, James Grimwade resigned as a
director of the Company with immediate effect.
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 Share
Exchange and Settlement Agreement by and among Pathworks PCO of Florida, Inc.,
Lexicon United Incorporated and the former shareholders of Pathworks PCO of
Florida, 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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December
31, 2010
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By:
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/s/
Elie Saltoun
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Elie
Saltoun
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Chief
Executive Officer
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Share
Exchange and Settlement Agreement by and among Pathworks PCO of Florida,
Inc., Lexicon United Incorporated and the former shareholders of Pathworks
PCO of Florida,
Inc.
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