Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
IAO > SEC Filings for IAO > Form 8-K on 24-Aug-2009All Recent SEC Filings

Show all filings for IA GLOBAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for IA GLOBAL INC


24-Aug-2009

Entry into a Material Definitive Agreement, Change in Directors or Principal Office


Item 1.01 Entry into a Material Definitive Agreement.

On August 24, 2009, IA Global, Inc., a Delaware corporation (the "Company"), received $200,000 under a Stock Purchase Agreement ("Agreement") dated August 17, 2009 with Inter Asset Japan LBO No 1 Fund ("Investor"), an existing shareholder of the Company. Under the terms of the Agreement, the Company agreed to issue and sell to the Investor 5,000,000 shares of the Company's common stock for an aggregate purchase price of $200,000, or $0.04 per share.

Also under the terms of the Agreement, the Investor has committed to purchase, and the Company has agreed to issue and sell to the Investor, additional shares of the Company's common stock in accordance with the following schedule:

• 2,500,000 shares at a purchase price of US$.04 per share, or an aggregate price of US$100,000 on or before September 4, 2009.

• 1,250,000 shares at a purchase price of US$.04 per share, or an aggregate price of US$50,000 on or before September 18, 2009.

• 50,000,000 shares at a purchase price of US$.04 per share, or an aggregate price of US$2,000,000 on or before November 10, 2009.

The Investor's obligation to purchase the foregoing shares by the date specified is conditioned upon the representations and warranties of the Company contained in the Agreement being accurate as of the date of such closing.

Finally, the Investor has the option, but not the obligation, to purchase, on or before December 31, 2009, an additional 50,000,000 shares of Common Stock at a purchase price of US$.04 per share, or an aggregate price of US$2,000,000.

The Company issued and sold the shares of common stock to the Investor in reliance on the exemption from the registration requirements set forth in the Securities Act of 1933 (the "Securities Act") provided under Section 4(2) of the Securities Act and Regulation D promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act.

The Agreement contains certain representations and warranties of the Investor and the Company, including customary investment-related representations provided by the Investor, as well as acknowledgements by the Investor that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company's issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, capital structure, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.

The Agreement also grants the Investor registration rights that it may exercise at its option and provides the Shareholder with a right of first offer if the Company proposes to issue securities in the future (subject to certain customary exceptions).

- 2 -




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On August 24, 2009, the Company entered into a new Employment Agreement with Mark Scott, the Company's Chief Financial Officer, which replaces his Employment Agreement dated September 5, 2007.

Mark Scott's Employment Agreement ("Scott Agreement") has a one year term beginning on August 24, 2009, and is renewable on a mutually agreeable basis. The Company will pay Mr. Scott an annual base salary of $96,000, and will provide for participation in the Company's benefit programs available to other senior executives (including group insurance arrangements). Also under the Scott Agreement, Mr. Scott is eligible for discretionary performance bonuses based upon performance criteria to be determined by the Company's Compensation Committee based on criteria under development. If Mr. Scott's employment is terminated without Cause (as defined in the Scott Agreement), Mr. Scott will be entitled to a payment equal to one year's annual base salary paid at the Company's discretion in a lump sum or over the next year.

The board of directors awarded Mr. Scott 200,000 shares of Restricted Stock and an option to purchase 300,000 shares of the Company's common stock. The awards were granted at the fair market price of $0.05 per share based on the adjusted closing price on August 20, 2009, the last trading day before the board of director meeting. In accordance with the 2007 Stock Incentive Plan, the Restricted Stock vests on November 23, 2009 and the stock option vests quarterly over three years and expires on August 23, 2019.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired - None.

(b) Pro Forma financial information - None.

(d) Exhibits -

Exhibit No. Description

99.1 Press Release issued by the IA Global, Inc. on August 24, 2009

- 3 -


  Add IAO to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for IAO - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.