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| HSWI > SEC Filings for HSWI > Form 8-K on 3-Dec-2008 | All Recent SEC Filings |
3-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhi
On November 26, 2008, HSW International, Inc., or HSWI, entered into a merger agreement pursuant to which HSWI agreed to acquire all of the capital securities of Daily Strength, Inc. in exchange for cash. The transaction was structured as a reverse triangular merger in which Daily Strength became the wholly owned subsidiary of HSWI. The transaction closed simultaneously on November 26, 2008.
HSWI paid $3.125 million at closing. HSWI is contingently obligated to pay an earnout of up to an additional $3.525 million. The earnout is payable by HSWI if in any two months before November 26, 2010, the total page views of
· DailyStrength.org,
· any HSWI website or section thereof that Douglas J. Hirsch or Daily Strength is managing, and
· the social media webpages or section of an HSWI health-focused website
exceed a designated number of page views. The earnout will be paid in five equal installments, provided that the level of page views is achieved for each installment. The level of page views increases for each installment.
Daily Strength agreed in the merger agreement to indemnify HSWI for breach of any representation, warranty or covenant contained in the merger agreement and other losses and expenses arising out of the merger agreement, if any. An amount equal to 45% of the earnout is available to cover indemnity claims. In addition, $150,000 of the purchase price will be held in escrow for two years after the closing to pay indemnity and other claims.
There is no material relationship between HSWI or Daily Strength or any of their affiliates, other than the merger agreement.
A copy of the merger agreement is filed as an exhibit to this report.
A copy of the press release announcing the closing of the transaction is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements, including those regarding expected benefits of the transaction described above. Actual results could differ materially.
(d) Exhibits
10.25 * Agreement and Plan of Merger dated as of November 26, 2008 by and among HSW International, Inc., DS Newco, Inc. and Daily Strength, Inc.
99.1 Press Release dated December 3, 2008.
* The registrant has requested confidential treatment with respect to certain portions of this exhibit. Such portions have been omitted from this exhibit and filed seperately with the U.S. Securities and Exchange Commission.
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