UNITED STATES
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): FEBRUARY 12, 2002
WIRELESS SYNERGIES, INC.
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(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-32229 76-0616474
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(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
2001 POTOMAC
HOUSTON, TEXAS 77057
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 785-6809
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On February 20, 2002, Wireless Synergies, Inc. ("Wireless") announced
that it had entered into an Agreement and Plan of Merger dated February 12,
2002 (the "Merger Agreement"), which sets forth the terms and conditions of a
proposed business combination of Wireless and 2K Sounds, Inc., a California
corporation ("2K"). Pursuant to the Merger Agreement, 2K Sounds Merger Co.,
Inc. a California corporation and a direct, wholly-owned subsidiary of
Wireless ("Merger Sub"), will merge with and into 2K, with 2K as the
surviving corporation. 2K will as a result become a wholly-owned subsidiary
of Wireless.
2K locates and promotes new musical talent, and produces and distributes
their music through a variety of methods, including joint ventures with major
labels, sub-labeling and partnerships on albums by existing artists. Most
significant, 2K has entered into a direct distribution agreement with EMD, a
division of EMI, one of the five major world-wide music companies, under which
EMD will distribute all of 2K's music offerings.
At the Effective Time of the merger (as defined in the Merger Agreement),
all shares of: (i) 2K common stock, par value $0.001 per share (the "2K Common
Stock"); (ii) 2K Series A preferred stock, par value $0.001 per share (the "2K
Series A Preferred Stock"); (iii) 2K Series B preferred stock, par value $0.001
per share (the "2K Series B Preferred Stock"); and (iv) 2K Common Stock issuable
under any stock options, rights or warrants to purchase shares of 2K Common
Stock which are issued and outstanding immediately prior to the Effective Time
(the "Outstanding 2K Stock Options"), shall collectively be converted into that
number of shares of common stock, $.001 par value per share, of Wireless (the
"Wireless Common Stock") as shall, in the aggregate, be equal to 75% of the
fully-diluted equity capitalization of Wireless (subject to adjustment) (the
"Initial Wireless Merger Stock"), after assuming the exercise of all then
outstanding options, warrants or other stock purchase rights and the conversion
of all then outstanding securities convertible into or exchangeable for Wireless
Common Stock (the "Fully-Diluted Wireless Stock"). At the Effective Time of the
merger, Wireless will issue a total of 13.5 million shares of Initial Wireless
Merger Stock to the stockholders of 2K, at which time an aggregate of 18.0
million shares of Fully-Diluted Wireless Stock will be issued and outstanding.
At the Effective Time of the merger, each full outstanding share of 2K
Common Stock will be converted into that number of shares of Initial Wireless
Merger Stock as shall be determined by multiplying 13.5 million by a fraction,
(i) the numerator of which shall be one, and (ii) the denominator of which shall
be the sum of (x) the aggregate number of shares of 2K Common Stock which are
issued and outstanding at the Effective Time, plus (y) such additional number of
shares of 2K Common Stock that would be issued and outstanding, if all
outstanding shares of 2K Series A Preferred Stock and 2K Series B Preferred
Stock had been converted into 2K Common Stock immediately prior to the Effective
Time of the merger, plus (z) such additional number of shares of 2K Common Stock
that would be issued and outstanding if all Outstanding 2K Stock Options were
fully exercised by the holders thereof immediately prior to the Effective Time
of the merger (the "Fully-Diluted 2K Stock").
At the Effective Time of the merger, each full outstanding share of 2K
Series A Preferred Stock and 2K Series B Preferred Stock shall be deemed to have
been fully converted into shares of 2K Common Stock at the applicable conversion
price then in effect (the "Converted Stock"), and each share of such deemed
Converted Stock shall be converted into that number of shares of
Initial Wireless Merger Stock as shall be determined by multiplying 13.5 million
by a fraction, (i) the numerator of which shall be one, and (ii) the denominator
of which shall be the Fully-Diluted 2K Stock.
At the Effective Time of the merger, each Outstanding 2K Stock Option,
whether or not then vested or exercisable, shall be converted into options to
purchase their pro-rata portion of the Initial Wireless Merger Stock, as though
each such Outstanding 2K Stock Option had been voluntarily exercised at that
time by the holder thereof for shares of 2K Common Stock, at the exercise price
then in effect. Each full Outstanding 2K Stock Option will be deemed to entitle
the holder thereof to an option to purchase, upon the same terms and at the
applicable exercise price then in effect with respect to the Outstanding 2K
Stock Option, that number of shares of Initial Wireless Merger Stock as shall be
determined by multiplying 13.5 million by a fraction, (i) the numerator of which
shall be one, and (ii) the denominator of which shall be the Fully-Diluted 2K
Stock.
Following the closing of the merger, the total number of shares of
Wireless Common Stock issuable to the holders of: (i) 2K Common Stock; (ii) 2K
Series A Preferred Stock; (iii) 2K Series B Preferred Stock; and (iv)
Outstanding 2K Stock Options, may be increased if a $3.0 million private
placement of securities of Wireless proposed under the Merger Agreement (the
"Financing"), dilutes the aggregate percentage equity interest held by all 2K
stockholders in Wireless below 70% of the total number of shares of Wireless
Common Stock outstanding. In such event, simultaneous with the closing of the
Financing, Wireless will issue to 2K stockholders (on a pro rata basis), that
number of additional shares of Wireless Common Stock as shall be necessary to
adjust up to 70% the aggregate percentage equity interest held by all 2K
stockholders in Wireless.
In addition, if and to the extent that the Financing is, for any reason,
not consummated within 90 days following the closing of the merger, then
Wireless shall issue to the 2K stockholders (on a pro rata basis) additional
shares of Wireless Common Stock so as to increase above 70% the aggregate
percentage equity interest held by all 2K stockholders in Wireless, after giving
effect to the Financing and the issuance of such additional shares of Wireless
Common Stock, on the basis of a 1.0% increase for every $100,000 less than the
$3.0 million of Financing consummated.
Simultaneously with the closing of the merger, the existing directors of
Wireless and Merger Sub (the "Existing Directors") will appoint up to five
persons designated by 2K or the 2K stockholders to the Board of Directors of
Wireless and Merger Sub. Upon such appointments, the Existing Directors will
resign from their positions.
Consummation of the merger is subject to various conditions, including the
approval by the 2K stockholders, the receipt of required regulatory approvals,
and the completion of due diligence. A copy of the Merger Agreement is attached
hereto as Exhibit 2.1 and a copy of the press release regarding the Merger
Agreement is attached hereto as Exhibit 99.1.
Under the Merger Agreement, certain 2K stockholders who own in excess of a
majority of the outstanding 2K Common Stock have agreed to vote their shares of
2K Common Stock in favor of the adoption of the Merger Agreement.
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There can be no assurance that the merger (or any of the transactions
contemplated thereby) will be consummated or, if consummated, as to the timing
thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND Exhibits.
(a): Not Applicable
(b): Not Applicable
(c): Exhibits:
2.1 Agreement and Plan of Merger dated February 12, 2002, among
Wireless Synergies, Inc., 2K Sounds Merger Co., Inc., 2K Sounds,
Inc., and certain stockholders of 2K Sounds, Inc.
99.1 Press Release dated February 20, 2002 announcing the execution of
the Agreement and Plan of Merger between Wireless Synergies, Inc.
and 2K Sounds, Inc. ("Wireless Synergies Announces Merger
Agreement with 2K Sounds, Inc. ").
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Wireless Synergies, Inc.
By: /s/Benjamin Hansel
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Benjamin Hansel
President
Dated: February 28, 2002
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated February 12, 2002 among
Wireless Synergies, Inc., 2K Sounds Merger Co., Inc. 2K Sounds,
Inc., and certain stockholders of 2K Sounds, Inc.
99.1 Press Release dated February 12, 2002 announcing the execution of
the Agreement and Plan of Merger between Wireless Synergies, Inc.
and 2K Sounds, Inc. ("Wireless Synergies Announces Merger
Agreement with 2K Sounds, Inc.").