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IFON > SEC Filings for IFON > Form 8-K on 26-Jan-2009All Recent SEC Filings

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Form 8-K for INFOSONICS CORP


26-Jan-2009

Entry into a Material Definitive Agreement, Other Events, Financial Statements an


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 22, 2009, InfoSonics Corporation, a Maryland corporation (the "Company"), entered into a Distribution Agreement (the "Agreement") with Samsung Electronics Argentina S.A. that allows the Company to distribute Samsung wireless telecommunications devices and related accessories to carriers, retailers and agents in Argentina and Uruguay. The Agreement has an expiration date of December 31, 2009. The Agreement replaces a previous agreement which expired in accordance with its terms.

The description of the Agreement above does not purport to be complete and is qualified in its entirety by reference to the Agreement itself, which is filed as an exhibit to this Current Report.



ITEM 8.01 OTHER EVENTS

Preliminary Court Approval of Settlement

On October 16, 2008, the parties to the securities class action captioned In Re InfoSonics Corporation Securities Litigation, Case No. 06-CV-1231, entered into a Stipulation and Agreement of Settlement (the "Securities Settlement"), which provided that the Securities Settlement was contingent on preliminary and final Court approval (after appropriate notice) of the Securities Settlement, among other contingencies, and provided for, among other things, a dismissal with prejudice of the lawsuit, releases of the defendants and a payment by the Company or its insurer of $3.8 million (inclusive of plaintiffs' attorneys' fees).

On October 17, 2008, the parties to the derivative action captioned In Re InfoSonics Corporation Derivative Litigation, Lead Case No. 06 CB 1336, entered into a Stipulation and Agreement of Settlement (the "Derivative Settlement"), which provided that the Derivative Settlement was contingent on preliminary and final Court approval (after appropriate notice) of Derivative Settlement, among other contingencies, and provided for, among other things, a dismissal with prejudice of the lawsuit, releases of the defendants, corporate governance changes and a payment by the Company or its insurer of plaintiffs' attorneys' fees to be ordered by the Court up to a maximum of $350,000.

Both the Securities Settlement and the Derivative Settlement provide that defendants deny any liability or responsibility for the claims made and make no admission of any wrongdoing.

On October 29, 2008, the Court took under submission without oral argument request for orders preliminarily approving the Securities Settlement and the Derivative Settlement.

With respect to the Securities Settlement, on January 20, 2009, the Court entered an order certifying the class, preliminarily approving the Securities Settlement, providing for notice to the class, and setting a fairness hearing on April 23, 2009 at 3:00 p.m. in the United States District Court for the Southern District of California. With respect to the Derivative Settlement, on January 20, 2009, the Court entered an order preliminarily approving the Derivative Settlement, providing for notice, and setting a fairness hearing on April 23, 2009 at 3:00 p.m. in the same courthouse.

With respect to the April 23, 2009 hearing for the Derivative Settlement, please see the full text of the Notice of Hearing on Proposed Settlement of Derivative Action, a copy of which is attached to this Current Report on Form 8-K as Exhibit 20.1.



Item 9.01 Financial Statements and Exhibits.

Exhibit No.   Description

10.1          Distribution Agreement by and between InfoSonics Corporation and
              Samsung ElectronicsArgentina S.A. effective as of January 22, 2009.

99.1          Notice of hearing on proposed settlement of derivative action.


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