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SPEX > SEC Filings for SPEX > Form 8-K on 10-Sep-2013All Recent SEC Filings

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Form 8-K for SPHERIX INC


10-Sep-2013

Completion of Acquisition or Disposition of Assets, Other Events, Financial Statement


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On September 10, 2013, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated April 2, 2013, by and among Spherix Incorporated (the "Company"), Nuta Technology Corp., a Virginia corporation and wholly owned subsidiary of the Company ("Nuta"), North South Holdings Inc., a Delaware corporation ("North South") and certain shareholders of North South were completed. North South was merged with and into Nuta, with Nuta as the surviving corporation and holder of the assets of the North South. This transaction is referred to herein as the "Merger".

As a result of the Merger, holders of the outstanding shares of North South's outstanding common stock are entitled to receive an aggregate of 1,203,153 shares of the Company's common stock and holders of North South's outstanding Series A Preferred Stock and Series B Preferred Stock are entitled to receive an aggregate of 1,379,685 shares of the Company's Series D Preferred Stock, each of which is convertible into 10 shares of common stock. Under the Merger Agreement, as amended on August 30, 2013, of the consideration paid, 555,072 shares of common stock and 94,493 shares of Series D Preferred Stock shall be paid into escrow for a period of one year to cover certain indemnification obligations. Please see the Form 8-K filed on April 4, 2013 and the Form 8-K filed on September 4, 2013 for more information regarding the Merger Agreement and the Merger.



ITEM 8.01 OTHER EVENTS.

On September 9, 2013, the Company approved a form of indemnification agreement (the "Indemnification Agreement") to be entered into with each of its directors and officers. Under the Indemnification Agreement, and subject to the terms and conditions set forth therein, each indemnitee is entitled to be indemnified against all expenses, judgments, fines and amounts paid in settlement incurred by such indemnitee in connection with any threatened, asserted, pending or completed claim, demand, action, suit or proceeding to which indemnitee was or is a party or is threatened to be made a party by reason of the fact that indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, to the fullest extent permitted by Delaware law.

The Indemnification Agreement also provides for the advancement of expenses (including attorneys' fees) incurred by the indemnitee in connection with any action, suit, or proceeding (subject to the terms and conditions set forth therein). The Indemnification Agreement contains certain exclusions, including proceedings initiated by the indemnitee unless the Company has joined in or consented to the initiation of such claim.

The foregoing is a summary description of the terms and conditions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.

Exhibit No. Description

10.1 Form of Indemnification Agreement
99.1 Press Release dated September 10, 2013


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