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| IVDA.OB > SEC Filings for IVDA.OB > Form 8-K on 21-Oct-2009 | All Recent SEC Filings |
21-Oct-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition o
On October 15, 2009, Iveda Corporation, a Nevada corporation fka Charmed Homes Inc. (the "Company" or "Iveda" or the "Registrant"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with IntelaSight, Inc., a Washington corporation ("IntelaSight"), Ian Quinn and Kevin Liggins. Pursuant to the Stock Purchase Agreement, Mr. Quinn and Mr. Liggins, the majority shareholders of the Company, sold the 2.5 million post-reverse split shares of common stock they owned to IntelaSight in exchange for cash consideration of $200,000. $50,000 was paid at or prior to the closing, and the remaining $150,000 will be paid in equal $50,000 installments due three, six and nine months post-closing. These funds were and will be obtained through a combination of revenues and capital raised from IntelaSight investors. Pending full payment, the shares sold by Mr. Quinn and Mr. Liggins are being held in escrow by the Company's transfer agent, and if payment is not made, a portion of the shares would be returned to Mr. Quinn and Mr. Liggins. IntelaSight intends to cancel the shares once they are released from the escrow.
On October 15, 2009, the merger (the "Merger") contemplated by the Merger Agreement dated as of January 8, 2009 by and among the Company, IntelaSight, Charmed Homes Subsidiary, Inc., a Nevada corporation (the "Merger Sub"), and certain shareholders (the "Merger Agreement"), was completed as of the filing of Articles of Merger with the Secretaries of State of the States of Nevada and Washington, merging the Merger Sub into IntelaSight.
As a result of the Merger and pursuant to the Merger Agreement, IntelaSight has become a wholly-owned subsidiary of the Company, and the Registrant is issuing shares of its common stock to holders of common stock of IntelaSight at a rate of one share of the Registrant's common stock for each share of IntelaSight common stock. Options and warrants to purchase common stock of IntelaSight will also be converted at the same rate into options and warrants to purchase common stock of the Registrant. Immediately prior to the Merger and following its recent 2:1 reverse stock split (which was completed effective October 12, 2009), the Registrant had approximately 845,000 shares of common stock outstanding (not including the 2.5 million shares of the Company's common stock held by IntelaSight purchased from Mr. Quinn and Mr. Liggins pursuant to the Stock Purchase Agreement described under Item 1.01 above, which shares will be cancelled following their release from escrow).
Following the Merger, the Registrant has 9,881,800 shares of common stock outstanding (not including the 2.5 million shares sold pursuant to the Stock Purchase Agreement described under Item 1.01 above which will be cancelled following their release from escrow). The total number of shares outstanding, on a fully-diluted basis, post merger will be 11,628,807, which includes not only shares of common stock, but also warrants and options that could be exercised for shares of common stock. Following the Merger, on a fully diluted basis (but excluding the escrowed shares), the shareholders of IntelaSight own 92.7% of the Registrant's outstanding securities, and the Registrant's shareholders own 7.3% of the Registrant's outstanding securities.
The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed by the Company with the SEC on January 14, 2009, as amended, and is incorporated into this Item 2.01 in its entirety by reference.
The Registrant was a shell company immediately prior to the closing of the
Merger, and thus is required to provide additional disclosures under this Item
2.01. Most of the required additional disclosures were contained in (i) the
Company's Prospectus/Information Statement on Form S-4, originally filed with
the SEC on May 15, 2009, as subsequently amended and declared effective by the
SEC on August 12, 2009 (the "Information Statement"), (ii) the Information
Statement on Schedule 14F-1, originally filed by the Company with the SEC on
September 15, 2009 (the "Schedule 14F"), and (iii) the Quarterly Report on Form
10-Q filed by the Company on September 14, 2009 (the "Quarterly Report"), and
such information is incorporated in this Item 2.01 in its entirety by reference
as set forth below:
o Business - see the sections of the Information Statement entitled "Information About Charmed - Description of Business" on page 48 and "Information About Iveda" beginning on page 54.
o Risk Factors - see the section of the Information Statement entitled "Risk Factors" beginning on page 20.
o Financial Information - see the section of the Quarterly Report entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 11; as a smaller reporting company, the Company is not required to provide the additional financial information required by Items 301 and 305 of Regulation S-K.
o Properties - see the sections of the Information Statement entitled "Information About Charmed - Description of Property" on page 48 and "Information About Iveda - Property" on page 67.
o Directors and Executive Officers - see the section of the Information Statement entitled "Information About Iveda - Management" beginning on page 76 and the section of the Schedule 14F entitled "Information Concerning the IntelaSight Designees to our Board of Directors" on page 3.
o Executive Compensation - see the sections of the Information Statement
entitled "Information About Charmed - Management Contracts" on page 53,
"Information About Charmed - Executive Compensation" on page 53, "Information
About Iveda - Executive Compensation" on page 79, and "Information About Iveda
- Director Compensation" on page 79, and the section of the Schedule 14F
entitled "Executive Compensation" on page 5.
o Certain Relationships and Related Transactions, and Director Independence - see the sections of the Information Statement entitled "Information About . . .
In conjunction with the Merger, and effective as of October 15, 2009 (the closing date of the Merger), Ian Quinn resigned from his positions as President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Treasurer and a director, and Kevin Liggins resigned from his positions as Secretary and a director of the Registrant. There was no disagreement, as defined in 17 CFR 240.3b-7, between the Registrant and Mr. Quinn or Mr. Liggins at the time of their respective resignations from the Board of Directors.
Effective as of October 15, 2009, David Ly, Greg Omi and Jody Bisson were appointed as directors by the resigning Board. The Board has not yet determined on which Board committees these three directors will serve, although it expects to do so at its next scheduled meeting after the Board establishes which committees the Company will form.
Effective as of October 15, 2009, David Ly was appointed as Chief Executive Officer and President of the Registrant and Robert Brilon was appointed as interim Chief Financial Officer and Treasurer of the Company. Also effective October 15, 2009, Luz Berg was appointed Chief Operating Officer and Secretary. The Registrant has not entered into employment agreements with any of these officers as of the date of this filing.
The other information required by Item 5.02 of Form 8-K is contained in (i) the Information Statement in the section entitled "Information About Iveda - Management" beginning on page 76, and (ii) the Schedule 14F in the section entitled "Certain Relationships and Related Transactions" on page 5, and such information is incorporated in this Item 5.02 in its entirety by reference.
On September 9, 2009, the Registrant filed an Amendment to its Articles of Incorporation, changing the name of the Registrant from "Charmed Homes Inc." to "Iveda Corporation" effective as of September 9, 2009. This name change was previously disclosed in the Registrant's Information Statement.
On October 15, 2009, the Registrant determined that it would change its fiscal year end from January 31 to December 31, and the Registrant will file Form 1128 with the Internal Revenue Service (IRS) to effectuate this change. Pending approval from the IRS, the Registrant will file its transition report on Form 10-Q.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.06 in its entirety by reference.
As a result of the Merger, the Company has moved its principal executive offices to 1201 South Alma School Road, Suite 4450, Mesa, Arizona 85210. Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited Financial Statements of IntelaSight, Inc. for the year ended December 31, 2008, filed herewith.
Unaudited Financial Statements of IntelaSight, Inc. for the six months ended June 30, 2009, filed herewith.
(b) Pro Forma Financial Information
Filed herewith.
(d) Exhibits
Exhibit Description
2.1 Merger Agreement, dated January 8, 2009 by and among Charmed Homes Inc.,
Charmed Homes Subsidiary, Inc., certain shareholders and IntelaSight,
Inc., incorporated by reference, filed with the Form 8-K/A1 on
7/15/2009.
2.3 Articles of Merger, filed with the Nevada Secretary of State on October
15, 2009, filed herewith.
2.4 Articles of Merger, filed with the Washington Secretary of State on
October 15, 2009, filed herewith.
3.4 Amendment to the Articles of Incorporation, filed with the Nevada
Secretary of State on September 9, 2009, filed herewith.
4.4 2009 Stock Option Plan, dated October 15, 2009, filed herewith.
4.5 Form of Common Stock Purchase Warrant issued by Iveda Corporation in
conjunction with the Merger, filed herewith.
10.10 Stock Purchase Agreement, dated October 15, 2009, by and among Iveda
Corporation, IntelaSight, Inc., Ian Quinn and Kevin Liggins, filed
herewith.
23.1 Consent of Eide Bailly, LLP dated October 20, 2009, filed herewith.
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