Attached files
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| EX-10.01 - SECURITIES EXCHANGE AGREEMENT - Excel Corp | f8k021714ex10i_excelcorp.htm |
| EX-10.02 - FORM OF EMPLOYMENT AGREEMENT - Excel Corp | f8k021714ex10ii_excelcorp.htm |
| EX-10.03 - FORM OF CERTIFICATE OF DESIGNATION - Excel Corp | f8k021714ex10iii_excelcorp.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): February 17, 2014
Excel Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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333-173702
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27-3955524
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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595 Madison Avenue, Suite 1101 New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 921-2000
Not Applicable
(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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On February 17, 2014, Excel Corporation (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with Payprotec Oregon, LLC (d/b/a Securus Payments) (“Payprotec”), Mychol Robirds and Steven Lemma, that will effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC (“Securus”). In exchange for the membership interests in Payprotec and Securus, the Company will issue to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company’s Common Stock and two shares of the Company’s Series A Preferred Stock. Pursuant to the Agreement, at closing, Payprotec will also enter into three year employment agreements (the “Employment Agreements”) with each of Messrs. Robirds and Lemma. The Agreement is subject to a number of conditions, including without limitation, the delivery of audited financial statements for Payprotec and Securus, consents of third parties, the filing of the certificate of designation for the Series A Preferred Stock ("Certificate of Designation") and the execution of the Employment Agreements.
The foregoing summary of the Agreement, Employment Agreements and the Certificate of Designation is qualified in its entirety by reference to the Agreement and the forms of the Employment Agreement and Certificate of Designation as referenced in the Agreement, copies of which are filed as Exhibit 10.01, 10.02 and 10.03 to this report and are incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Document
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10.01
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Securities Exchange Agreement, dated February 17, 2014, between the Company, Payprotec Oregon, LLC (d/b/a Securus Payments), Mychol Robirds and Steven Lemma.
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10.02
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Form of Employment Agreement.
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10.03
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Form of Certificate of Designation
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1
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: February 18, 2014
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EXCEL CORPORATION
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By:
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/s/ Ruben Azrak
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Name: Ruben Azrak
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Title: Interim Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Document
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10.01
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Securities Exchange Agreement, dated February 17, 2014, between the Company, Payprotec Oregon, LLC (d/b/a Securus Payments), Mychol Robirds and Steven Lemma.
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10.02
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Form of Employment Agreement.
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10.03
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Form of Certificate of Designation
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3