SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2003
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GSV, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23901 13-3979226
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
191 Post Road, Westport, CT 06880
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (203) 221-2690
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N/A
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant
See Item 2.
Item 2. Acquisition or Disposition of Assets.
On July 21, 2003, GSV, Inc. (the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Polystick U.S. Corp., a New York
corporation ("Polystick"), Cybershop, L.L.C., a New Jersey limited liability
company and wholly-owned subsidiary of the Company ("Merger Sub"), and Polystick
Oil & Gas, Inc., a Delaware corporation and a wholly-owned subsidiary of
Polystick ("POGI"), pursuant to which, on the same day, POGI was merged into
Merger Sub (the "Merger") and in consideration thereof the Company issued to
Polystick 4,500,000 shares of Common Stock and 1,500,000 shares of Series B
Preferred Stock.
The sole stockholder of Polystick is RT Sagi Holding Ltd., an Israeli
corporation ("RT Sagi"). The sole stockholder of RT Sagi and indirect owner of
Polystick is Mr. Sagi Matza ("Matza").
Each share of Series B Preferred Stock is convertible at any time at the
holder's option into a number of shares of Common Stock equal to $1.00 divided
by the conversion price then in effect. The terms upon which the Series B
Preferred Stock may be converted into Common Stock are set forth in the
Certificate of Designations, Preferences and Rights of Series B Convertible
Preferred Stock filed by the Company with the Secretary of State of the State of
Delaware on July 18, 2003 (the "Certificate of Designations"), a copy of which
is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The
conversion price is initially $1.00. As of July 21, 2003, the Convertible
Preferred Stock owned by Polystick was convertible into 1,500,000 shares of
Common Stock.
No dividends are payable on the Series B Preferred Stock, except that in
the event dividends are declared with respect to the Common Stock, each holder
of shares of Series B Preferred Stock shall be entitled to receive an amount
equal to the amount of dividends that would have been paid on the shares of
Common Stock issuable upon conversion of such shares of Series B Preferred Stock
had such shares of Series B Preferred Stock been converted into Common Stock
immediately before such dividend was declared.
Upon any Liquidation Event, as defined in the Certificate of Designations,
the holders of the outstanding Series B Convertible Preferred Stock will be
entitled, before any distribution or payment is made to any holder of Common
Stock or any other Junior Stock (as defined in the Certificate of Designations),
to be paid an amount equal to $1.00 per share plus the amount of any declared
and unpaid dividends thereon. If upon any Liquidation Event the net assets of
the Company distributable among the holders of the Series B Preferred Stock are
insufficient to permit the payment in full of such preferential amount to the
holders of the Series B Preferred Stock, then the entire net assets of the
Company to be distributed to the holders of the Series B Preferred Stock will be
distributed ratably among the holders of the Series B Preferred Stock in
proportion to the amounts they otherwise would have been entitled to receive.
The Certificate of Designations provides that so long as any shares of
Series B Preferred Stock are outstanding, the Company shall not, without the
written approval of the holders of at least a majority of the then-outstanding
Series B Preferred Stock, increase the maximum number of directors constituting
the Company's board of directors to more than seven. The Certificate of
Designations also provides that, so long as any shares of Series B Preferred
Stock are outstanding, the holders of the Series B Preferred Stock, voting
separately as a class, shall be entitled to designate and elect three of the
members of the Company's board of directors. Also, a vacancy in any directorship
elected by the holders of the Series B Preferred Stock shall be filled only by
vote or written consent of the holders of at least a majority of the then
outstanding shares of Series B Preferred Stock. The Series B Preferred Stock has
no other voting rights except as provided by applicable law.
As a result of the Merger, Polystick, RT Sagi and Matza may be deemed to
beneficially own an aggregate of 6,850,000 shares of Common Stock, which is
approximately 79.3% of the Company's outstanding shares of Common Stock. This
percentage is based on an aggregate of 8,640,090 shares of Common Stock
outstanding, which consists of (i) 2,640,090 shares of Common Stock outstanding
on May 15, 2003, (ii) the 4,500,000 shares of Common Stock
acquired by Polystick in the Merger, and (iii) the 1,500,000 shares of Common
Stock that underlie the Series B Preferred Stock acquired by Polystick in the
Merger.
Effective as of the consummation of the Merger, Matza was appointed to the
Company's board of directors as the designee of Polystick. Polystick may in the
future elect two additional persons to the Company's board of directors, but has
no present plans to do so. The Company's two directors prior to the Merger,
Messrs. Gilad Gat and Yoav Bitter, have continued as directors of the Company
following the Merger.
As a result of the Merger, the Company, through Merger Sub, has acquired an
interest in a Texas limited liability company that is engaged in the business of
oil and gas exploration and development in the State of Texas.
Item 5. Other Events and Regulation FD Disclosure
In connection with and as a condition to consummation of the Merger
described in Item 2 above, the Company redeemed all of its existing outstanding
Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A
Stock"), for $400,000.70. The Company paid $200,000.70 of the redemption price
in cash and the balance by a promissory note secured by a lien on all of the
Company's assets. Copies of the Stock Redemption Agreement between the Company
and the holder of the Series A Stock (the "Holder"), the promissory note issued
to the Holder and the Security Agreement between the Company and the Holder are
attached hereto as Exhibits 4.2, 4.3 and 4.4 and are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Financial statements required by this item and by Item 7(b) shall be filed
not later than 60 days after the date that this Current Report on Form 8-K
is required to be filed.
(b) Pro Forma Financial Information.
See response to Item 7(a).
(c) Exhibits.
Exhibit No. Description
2.1 Term sheet by and between GSV, Inc. and Polystick U.S.
Corp. (previously filed).
2.2 Agreement and Plan of Merger dated as of July 21, 2003,
by and among GSV, Inc., Cybershop L.L.C., Polystick Oil
& Gas, Inc. and Polystick U.S. Corp.
4.1 Form of Certificate of Designations, Preferences and
Rights of Series B Convertible Preferred Stock.
4.2 Stock Redemption Agreement dated as of July 21, 2003,
between the Company and Brooks Station Holdings, Inc.
4.3 Form of promissory note issued to Brooks Station
Holdings, Inc.
4.4 Security Agreement dated as of July 21, 2003, by and
between the Company and Brooks Station Holdings, Inc.
99.1 Press release dated July 21, 2003.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GSV, INC.
(Registrant)
Dated: July 21, 2003 By:/s/ Gilad Gat
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Gilad Gat
Chief Executive Officer
(Principal Executive Officer)
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