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| WIZD > SEC Filings for WIZD > Form 8-K/A on 29-Jun-2012 | All Recent SEC Filings |
29-Jun-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or Dis
On December 7, 2010 (the "Closing Date"), the Company acquired Conventions pursuant to a Share Purchase and Share Exchange Agreement (the "Exchange Agreement") by and among the Company, Strato Malamas, an individual and the majority stockholder of the Company (f/k/a GoEnergy, Inc.), Conventions, and shareholders of Conventions ("Conventions Shareholders") that are signatories thereto. On the Closing Date, pursuant to the terms of the Exchange Agreement, the Conventions Shareholders transferred and contributed all of their shares (the "Conventions Shares") to the Company, resulting in our acquisition of all of the outstanding Conventions Shares. In return, we issued to the Conventions Shareholders, their designees or assigns (the "Share Exchange"), an aggregate of 32,927,576 shares (the "Exchange Shares"), which constituted approximately 94.9% on a fully diluted basis of the shares of common stock, par value $.0001 per share (the "Common Stock"), of the Company issued and outstanding immediately after the consummation of the Share Exchange (the "Closing").
As the result of the Share Exchange, Conventions became a wholly owned subsidiary of the Company. Our sole director and majority shareholder approved the Exchange Agreement, the Share Exchange and the other transactions contemplated under the Exchange Agreement. The sole director and majority shareholder of Conventions approved the Exchange Agreement, the Share Exchange and the other transactions contemplated under the Exchange Agreement.
As a condition to the Share Exchange, Mr. Terry Fields ("Mr. Fields") resigned from all officer positions, other than as CFO, of the Company (f/k/a GoEnergy, Inc.), and Mr. Gareb Shamus ("Mr. Shamus") was appointed the Company's President and Chief Executive Officer. In accordance with the Exchange Agreement, Mr. Fields resigned as CFO after the filing of the Company's Form 10-Q for the three-month period ended October 31, 2010, effective immediately after the filing of such Form 10-Q. As another condition to the Share Exchange, Mr. Fields resigned as the sole director of the Company and Mr. Shamus was appointed as a director of the Company, each effective as of January 14, 2011.
Immediately after the consummation of the Share Exchange, we entered into subscription agreements (collectively, the "Subscription Agreements") with certain accredited investors (collectively, the "Subscribers") for the issuance and sale of (i) up to $1.5 million in Series A Cumulative Convertible Preferred Stock ("Series A Preferred") having the rights and preferences set forth in the Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share (the "Certificate of Designation"), which includes, among other things, the ability to convert into shares of the Company's Common Stock at a per share conversion price of $0.40 and (ii) Warrants (collectively, the "Subscriber Warrants") to purchase shares of the Company's Common Stock (the "Subscriber Warrant Shares") at an exercise price of $0.60 per share (collectively, the "Offering"). The Company raised an aggregate of $775,000 from the Offering.
The Share Exchange is discussed more fully in Section 2.01 of this Current . . .
CLOSING OF THE SHARE EXCHANGE
As described in Item 1.01 above, on December 7, 2010 (the "Closing Date"), we acquired Conventions through the acquisition of all the Conventions Shares from the Conventions Shareholders, and in return, we issued an aggregate of 32,927,576 shares of our Common Stock to the Conventions Shareholders, their designees or assigns, which constituted approximately 94.9% of the issued and outstanding shares of our Common Stock on a fully-diluted basis after the Closing of the Share Exchange.
On the Closing Date, Conventions became a wholly owned subsidiary of the Company. The Company's sole director and majority shareholder approved the Exchange Agreement, the Share Exchange and the other transactions contemplated under the Exchange Agreement. The sole director and majority shareholder of Conventions approved the Exchange Agreement, the Share Exchange and the other transactions contemplated thereunder. Immediately following the Closing of the Share Exchange, the Company changed its business plan to that of Conventions.
The Company was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act")) immediately before the completion of the Share Exchange. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Company were filing a general form for registration of a class of securities on Form 10 under the Exchange Act, with such information reflecting the Company and its securities upon consummation of the Share Exchange.
BUSINESS
Our Company
We, through our operating subsidiary Conventions, are a producer of pop culture and live multimedia conventions across North America. These live multimedia conventions market and provide a social networking and entertainment venue for popular fiction enthusiasts of movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.
Company History
Wizard World, Inc. (f/k/a GoEnergy, Inc.) was incorporated in Delaware on May 2, 2001. The Company was involved in oil and gas exploration and considered various oil and gas properties. None of the properties that the Company explored had commercial potential so operations were ceased and the Company abandoned any interests it had in such properties.
On December 7, 2010 (the "Closing Date"), the Company acquired Conventions pursuant to a Share Purchase and Share Exchange Agreement (the "Exchange Agreement"), by and among the Company, Strato Malamas, an individual and former majority stockholder of the Company, Conventions, and shareholders of Conventions (the "Conventions Shareholders"), that are signatories thereto. On the Closing Date, pursuant to the terms of the Exchange Agreement, the Conventions Shareholders transferred and contributed all of their shares (the "Conventions Shares") to the Company, resulting in our acquisition of all of the outstanding Conventions Shares. In return, we issued to the Conventions Shareholders, their designees or assigns (the "Share Exchange"), an aggregate of 32,927,576 shares of the Company's common stock (the "Exchange Shares"), which constituted approximately 94.9% (on a fully diluted basis) of the shares of the . . .
The following contains information regarding our sales of unregistered securities during the past two fiscal years and the six month period from December 31, 2010 to June 30, 2011. All of the securities sold during these periods were sales of our shares of our capital stock to accredited investors and were deemed to be exempt under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering these securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and, unless otherwise stated below, the shares were restricted in accordance with the requirements of the Securities Act.
Share Exchange
Pursuant to the Exchange Agreement, on December 7, 2010, we issued 33,430,107 shares of our Common Stock to the Conventions Shareholders in exchange for 100% of the outstanding shares of Conventions. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.
We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
Series A Cumulative Convertible Preferred Stock
Immediately after the Share Exchange, we entered into subscription agreements
with certain subscribers for the issuance and sale of (i) up to $1,500,000 in
Series A Cumulative Convertible Preferred Stock (the "Series A Preferred")with
the rights and preferences set forth in the Certificate of Designation (the
"Certificate of Designation") attached hereto as Exhibit 4.1 to our Current
Report on Form 8-K/A filed with the Commission on February 18, 2011, convertible
into shares of our Common Stock at a per share conversion price of $0.40; and
(ii) Series A Common Stock Purchase Warrants (the "Warrants") on the basis of
one share of common stock issuable upon exercise of the Warrant for each share
of Series A Preferred in the form attached as Exhibit 4.2 to our Current Report
on Form 8-K/A filed with the Commission on February 18, 2011 to purchase shares
of our Common Stock.
In addition, on April 18, 2011, we entered into subscription agreements with certain subscribers for the issuance and sale of (i) $575,000 in shares of Series A Preferred with the rights and preferences set forth in the Certificate of Designations, as amended by the Certificate of Amendment. The Preferred Stock is convertible into shares of the Company's common stock, at a per share . . .
As explained more fully in Item 2.01, in connection with the Exchange Agreement, on December 7, 2010, we issued 34,687,735 shares of our Common Stock to Conventions Shareholders in exchange for 100% of the outstanding shares of Conventions. As such, immediately following the Closing of the Share Exchange, the Conventions Shareholders held approximately 96.4% of the total voting power of our Common Stock entitled to vote.
In connection with the Closing of the Share Exchange, and as explained more fully in the above Item 2.01 and below in Item 5.02 of this Current Report on Form 8-K, Terry Fields resigned from his position as Chief Executive Officer and all other officer positions that he holds with our Company effective as of the Closing Date and as the sole director effective as of the eleventh day after the mailing of the information statement required by Rule 14f-1 promulgated under the Exchange Act. Gareb Shamus was appointed as our President, Chief Executive Officer and Chairman on the Closing Date.
Resignation of Directors
On the Closing Date, Terry Fields resigned as the sole director of our Company, effective as of January 14, 2011. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
Resignation of Officers
On the Closing Date, Terry Fields resigned from his position as our Chief Executive Officer and all other officer positions he held with our Company, except for his position as Chief Financial Officer. His resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices. It was agreed that Terry Fields would resign from his position as our Chief Financial Officer after our Quarterly Report for the Three Month Period ended October 31, 2010 is filed with the Commission, effective immediately after the filing of such Form 10-Q.
Appointment of Directors and Officers
Gareb Shamus was appointed as our President, Chief Executive Officer and a Director on and effective as of the Closing Date. On January 14, 2011, Mr. Vadim Mats was appointed a member of our board of directors. On March 23, 2011, Mr. Michael Mathews was appointed Chairman of our board of directors. On May 9, 2011, Mr. Greg Suess was appointed a member of our board of directors. On May 13, 2011, Mr. John Macaluso was appointed a member of our board of directors. On May 24, 2011, Mr. John D. Maatta was appointed a member of our board of directors. The business background description of each director and officer is as follows:
Gareb Shamus, age 42, Former President and Chief Executive Officer
Gareb Shamus became the President, Chief Executive Officer and a member of the Board of Directors of the Company (the "Board") on the consummation of the Share Exchange on December 7, 2010. Prior to joining our Company, Mr. Shamus founded, in 1991, Gareb Shamus Enterprises, Inc. (d/b/a Wizard Entertainment), where he is currently CEO . Mr. Shamus is also the operating manager of Kicking The Can, L.L.C., our majority shareholder. In addition, Mr. Shamus co-founded, in 2009, and is a director of PGM Media, LLC, which produces an online newsletter called GeekChicDaily.com. Mr. Shamus was largely responsible for establishing Conventions' business of producing media and pop culture conventions across North America.
Mr. Shamus's extensive experience in the production of Comic Cons and his popularity in the Comic Con and pop culture convention world make Mr. Shamus an asset to the Company's business.
Mr. Shamus earned a Bachelor of Arts in Economics and graduated magna cum laude from the State University of New York at Albany.
Vadim Mats, age 27, Director
Vadim Mats has been a director of our Company since January 14, 2011. Mr. Mats is also, and has been since June 28, 2010, the Chief Financial Officer of FWS Capital Ltd. Prior to joining FWS Capital Ltd., Mr. Mats was assistant controller at Eton Park Capital Management, a multi-strategy fund, from July 16, 2007 to Dec 1, 2009. Between December 2009 and June 2010 Mr. Mats served as an independent financial consultant. From June 2006 to July 2007, Mr. Mats was a senior fund accountant at The Bank of New York Mellon, where he was responsible for over fifteen funds.
Mr. Mats' extensive experience and background in finance, accounting and investment funds will be a significant asset to the Company's operation as a public company.
Mr. Mats graduated cum laude from the Zicklin School of Business at Bernard Baruch College with a Bachelor's degree in Business Administration, specializing in finance and investments.
Michael Mathews, age 49, Chairman of the Board
Michael Mathews has been our Company's Chairman of the Board since March 23, 2011. In May 2011, Mr. Mathews was appointed Chief Executive Officer and Director of privately-held Aspen University, Inc., a for-profit nationally accredited exclusively online university. From August 2007 until January 31, . . .
On December 6, 2010, we filed a Certificate of Amendment to our Certificate of Incorporation changing our name to Wizard World, Inc., and a Certificate of Correction on December 7, 2010 clarifying that the effective date of such name change is January 30, 2011. On April 20, 2011, we filed a Certificate of Amendment to our Certificate of Designation increasing the number of authorized shares of Series A Preferred from 25,000 shares to 50,000 shares. On August 25, 2011, the Company changed its fiscal year end to December 31.
As explained more fully in Item 2.01 above, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the Closing of the Share Exchange. As a result of the Share Exchange, Conventions became our wholly owned subsidiary and became our main operational business. Consequently, we believe that the Share Exchange has caused us to cease to be a shell company. For information about the Share Exchange, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K/A, which information is incorporated herein by reference.
(a) Financial Statements of Business Acquired. The Audited Financial Statements of Wizard Conventions, Inc. are filed within this Current Report on Form 8-K/A and are incorporated herein by reference.
(c) Shell Company Transactions.Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein, which are incorporated herein by reference.
(d) Exhibits. Exhibit No. Description
Exhibit
No. Description
2.1 Share Purchase and Share Exchange Agreement dated November 5, 2010 by and among the Company, Strato Malamas, an individual and the majority stockholder of GoEnergy, Inc., Kick The Can Corp., a Nevada corporation, Kicking The Can, L.L.C., a Delaware limited liability company and shareholders of Conventions. that are signatories thereto (incorporated by reference to the Form 8-K filed on November 16, 2010)
3.1 Certificate of Incorporation (incorporated herein by reference to the
Form SB-2 filed on March 25, 2003)
3.2 By-laws (incorporated herein by reference to the Form SB-2 filed on
March 25, 2003)
3.3 Certificate of Amendment filed December 6, 2010 (incorporated by
reference to Exhibit 3.3 to the Form 8-K filed with the Commission on
December 13, 2010)
3.4 Certificate of Correction filed December 8, 2010 (incorporated by
reference to Exhibit 3.4 to the Form 8-K filed with the Commission on
December 13, 2010)
3.5 Second Certificate of Correction filed January 20, 2011 (incorporated by
reference to Exhibit 3.5 to the Form 8-K filed with the Commission on
January 25, 2011)
3.6 Certificate of Formation for Kicking The Can, LLC, dated April 17, 2009
(incorporated by reference to Exhibit 3.6 to the Form 8-K/A filed with
the Commission on November 17, 2011)
3.7 Certificate of Incorporation for Entertainment Conventions, Inc., dated
February 27, 1997 (incorporated by reference to Exhibit 3.7 to the Form
8-K/A filed with the Commission on November 17, 2011)
3.8 Certificate of Amendment of Certificate of Incorporation of
Entertainment Conventions, Inc., dated October 1, 2001 (incorporated by
reference to Exhibit 3.8 to the Form 8-K/A filed with the Commission on
November 17, 2011)
4.1 Certificate to set forth Designations, Voting Powers, Preferences,
Limitations, Restrictions, and Relative Rights of Series A Cumulative
Convertible Preferred Stock, $.0001 par value per share (incorporated by
reference to Exhibit 4.1 to the 8-K filed with the Commission on
December 13, 2010)
4.2 Certificate of Amendment to Certificate to set forth Designations,
Voting Powers, Preferences, Limitations, Restrictions, and Relative
Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par
value per share (incorporated by reference to Exhibit 4.3 to the Form
8-K filed with the Commission on April 25, 2011)
4.3 Form of Warrant for the December 2010 offering (incorporated by
reference to Exhibit 4.1 to the Form 8-K filed with the Commission on
December 13, 2010)
4.4 Form of Warrant for the April 2011 offering (incorporated by reference
to Exhibit 4.2 to the Form 8-K filed with the Commission on April 25,
2011)
10.1 Form of Subscription Agreement, dated December 6, 2010, by and between
GoEnergy, Inc. and the Subscribers (filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K/A filed with the Commission on
November 17, 2011)
10.2 Form of Director Agreement for each director other than the Chairman of
the Board (incorporated by reference to Exhibit 10.2 to the Form 8-K
filed with the Commission on January 19, 2011)
10.3 Director Agreement, dated March 23, 2011, between Wizard World, Inc. and
Michael Mathews (incorporated by reference to Exhibit 10.1 to the Form
8-K filed with the Commission on March 25, 2011)
10.4 Consulting Agreement, dated March 23, 2011, between Wizard World, Inc.
and Michael Mathews (incorporated by reference to Exhibit 10.2 to the
Form 8-K filed with the Commission on March 25, 2011)
10.5 Form of Subscription Agreement for April 2011 offering (incorporated by
reference to Exhibit 10.5 to the Form 8-K/A filed with the Commission on
November 17, 2011)
10.6 Form of Director and Indemnification Agreement (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed with the Commission on
May 9, 2011)
10.7 Wizard World, Inc. 2011 Incentive Stock and Award Plan (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed with the Commission on
May 12, 2011)
10.8 Form of Non-qualified Stock Option Agreement for Non-Employees
(incorporated by reference to Exhibit 10.2 to the Form 8-K filed with
the Commission on May 12, 2011)
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10.9 Employment Agreement, including Non-Compete, Non-Solicitation and
Non-Disclosure Agreement, each dated May 25, 2011, by and between the
Company and Mr. Gareb Shamus (incorporated by reference to Exhibit 10.1
to the Form 8-K filed with the Commission on May 31, 2011)
10.10 Non-qualified Stock Option Agreement between the Company and Mr. Gareb
Shamus (incorporated by reference to Exhibit 10.5 to the Form 8-K filed
with the Commission on May 31, 2011)
10.11 Office Service Agreement, dated January 18, 2011, between Kick The Can
Corp. and NYC Office Suites (incorporated by reference to Exhibit 10.5
to the Form 8-K/A filed with the Commission on November 17, 2011)
10.12 Internet Domain Name Assignment Agreement, dated January 2011, between
Gareb Shamus Enterprises, Inc. and Kick The Can Corp. (incorporated by
reference to Exhibit 10.5 to the Form 8-K/A filed with the Commission on
November 17, 2011)
10.13 Convertible Demand Promissory Note (incorporated by reference to Exhibit
10.7 to the Form 8-K filed with the Commission on November 16, 2010)
10.14 Form of Convertible Promissory Note dated August 2011 (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed with the Commission on
August 30, 2011)
10.15 Mid-Ohio Acquisition Agreement, dated November 13, 2010, by and between
Kicking The Can LLC and GCX Holdings LLC (incorporated by reference to
Exhibit 10.15 to the Form 8-K/A filed with the Commission on November
17, 2011)
10.16 Form of Subscription Agreement, dated August 19, 2011 *
17.1 Resignation letter of Terry Fields dated as of January 4, 2011
(incorporated by reference to Exhibit 17.1 to the Form 8-K filed with
the Commission on January 7, 2011)
21.1 Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 8-K
filed with the Commission on December 13, 2010)
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* Filed herewith.
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