Attached files
| file | filename |
|---|---|
| EX-99.3 - PRO FORMA FINANCIAL INFORMATION - Tri-Mark MFG, Inc. | v208425_ex99-3.htm |
| EX-16.1 - LETTER FROM GUMBINER SAVETT, INC - Tri-Mark MFG, Inc. | v208425_ex16-1.htm |
| EX-99.2 - FINANCIAL STATEMENTS OF BUSINESS ACQUIRED - Tri-Mark MFG, Inc. | v208425_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 3, 2010
5TO1 HOLDING
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
333-149546
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20-8069359
|
||
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
1453
3 rd
Street, Santa Monica, CA
|
90401
|
||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (800) 521-0770
|
FTOH
Corp.
101
Middlesex Turnpike, Ste. 6, Burlington, MA 01803
|
|
(Former
name or former address, if changed since last
report)
|
Copies
to:
Harvey J.
Kesner, Esq.
61
Broadway, 32 nd
Floor
New York,
New York 10006
Telephone:
(212) 930-9700
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))
|
CURRENT
REPORT ON FORM 8-K/A
5TO1
HOLDING CORP.
TABLE
OF CONTENTS
|
Page
|
|||
|
Item
4.01
|
Change
In Registrant’s Certifying Accountant
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3
|
|
|
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
3
|
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
3
|
2
EXPLANATORY
NOTE
This
amendment on Form 8-K/A (the “Amendment”) amends the
Current Report for 5to1 Holding Corp. (the “Company”) on Form
8-K, as initially filed with the Securities and Exchange Commission on
November 9, 2010 (the "Original Report"). The purpose of
this Amendment is to include financial statements as exhibits in Item 9.01, to
include Item 4.02 and to amend Item 5.02. Except as expressly amended by
this Amendment, the information contained in the Original Report remains in
effect.
|
Item
4.01
|
Changes
in Registrant’s Certifying
Accountant
|
On
January 13, 2011, the board of directors of the Company approved the dismissal
of Gumbiner Savett, Inc. (“Gumbiner”) as the Company’s independent registered
public accounting firm. Gumbiner’s dismissal was effective
immediately.
Gumbiner
has not issued a report on the financial statements of the Company for each of
the two most recent fiscal years.
During
the fiscal years ended December 31, 2009 and 2008 and the subsequent period
through January 13, 2011, there were no reportable events as that term is
described in Item 304(a)(1)(v) of Regulation S-K.
On
January 13, 2011, the Company provided Gumbiner with a copy of the disclosures
it is making in response to Item 4.01 on this Form 8-K/A, and has requested that
Gumbiner furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of
the letter, dated January 13, 2011, is filed as Exhibit 16.1 (which is
incorporated by reference herein) to this Current Report on Form
8-K/A.
On
January 13, 2011, the Company engaged Marcum LLP (“Marcum”) as its independent
registered public accounting firm for the Company’s fiscal year ended December
31, 2010. The change in the Company’s independent registered public accounting
firm was approved by the Company’s Board of Directors on January 13,
2011.
During
the years ended December 31, 2009 and 2008 and the subsequent interim period
through January 13, 2011, the Company did not consult with Marcum regarding
either (i) the application of accounting principles to a specific completed
or contemplated transaction, or the type of audit opinion that might be rendered
on the Company’s financial statements or (ii) any matter that was either the
subject of a disagreement or a reportable event identified in response to
(a)(1)(v) of Item 304 of Regulation S-K.
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers
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On
December 9, 2010, Ross Levinsohn resigned from his positions with the
Company. Mr. Levinsohn was appointed to the Board in connection with the
Company’s acquisition of 5to1.Com, Inc.
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Item 9.01
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Financial Statements and
Exhibits
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|
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(a)
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Financial Statements of
Businesses Acquired. In
accordance with Item 9.01(a), 5to1.Com, Inc’s audited financial statements
for the fiscal year ended December 31, 2009 and 2008 are filed in this
Current Report on Form 8-K/A as Exhibit
99.2
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|
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(b)
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Pro Forma Financial
Information. In accordance
with Item 9.01(b), 5to1.Com, Inc’s pro forma financial statements are
filed in this Current Report on Form 8-K/A as Exhibit
99.3
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|
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(d)
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Exhibits.
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3
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
|
Exhibit
No.
|
Description
|
|
|
2.1
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Agreement
and Plan of Merger, dated as of November 3, 2010*
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2.2
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Certificate
of Merger, dated November 3, 2010*
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2.3
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Certificate
of Amendment, dated November 9, 2010*
|
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10.1
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Form
of Subscription Agreement*
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|
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10.2
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Form
of Lockup Agreement*
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10.3
|
Form
of Directors and Officers Indemnification Agreement*
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10.4
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2010
Equity Incentive Plan*
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10.5
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2011
Equity Incentive Plan*
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10.6
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Form
Incentive Stock Option Agreement*
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10.7
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Form
Non-Qualified Stock Option Agreement*
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10.8
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Form
of 5to1 Management Plan Restricted Stock Award*
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10.9
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of November 3, 2010*
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10.10
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Stock
Purchase Agreement, dated as of November 3, 2010, by and between FTOH
Corp. and the shareholders listed therein*
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10.11
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Loan
Agreement with Silicon Valley Bank*
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16.1
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Letter
from Gumbiner Savett, Inc
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21.1
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List
of Subsidiaries*
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99.1
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PowerPoint
Presentation*
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|
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99.2
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Financial
Statements of Business Acquired
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99.3
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Pro
Forma Financial
Information
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*Incorporated
by Reference to the Company’s Current Report on Form 8-K, filed with the SEC on
November 9, 2010.
4
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 thereunto
duly authorized.
Date: January
19, 2011
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5to1
HOLDING CORP.
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|||
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By:
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Mitchell
Chun
|
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Name:
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Mitchell
Chun
|
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Title:
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Chief
Financial Officer
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5
INDEX
TO EXHIBITS
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Exhibit No.
|
Description
|
|
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2.1
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Agreement
and Plan of Merger, dated as of November 3, 2010*
|
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2.2
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Certificate
of Merger, dated November 3, 2010*
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|
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2.3
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Certificate
of Amendment dated November 9, 2010*
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10.1
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Form
of Subscription Agreement*
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10.2
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Form
of Lockup Agreement*
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10.3
|
Form
of Directors and Officers Indemnification Agreement*
|
|
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10.4
|
2010
Equity Incentive Plan*
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10.5
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2011
Equity Incentive Plan*
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10.6
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Form
Incentive Stock Option Agreement*
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10.7
|
Form
Non-Qualified Stock Option Agreement*
|
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10.8
|
Form
of 5to1 Management Plan Restricted Stock Award*
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10.9
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of November 3, 2010 *
|
|
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10.10
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Stock
Purchase Agreement, dated as of November 3, 2010, by and between FTOH
Corp. and the shareholders listed therein*
|
|
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10.11
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Loan
Agreement with Silicon Valley Bank*
|
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16.1
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Letter
from Gumbiner Savett, Inc
|
|
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21.1
|
List
of Subsidiaries*
|
|
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99.1
|
PowerPoint
Presentation*
|
|
| 99.2 |
Financial
Statements of Business Acquired
|
|
| 99.3 |
Pro
Forma Financial
Information
|
*Incorporated
by Reference to the Company’s Current Report on Form 8-K, filed with the SEC on
November 9, 2010.
6