UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 30, 2005
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24HOLDINGS INC.
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(Exact Name of the Registrant as Specified in Charter)
DELAWARE 000-22281 33-0726608
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
47 SCHOOL AVENUE, CHATHAM, NJ 07928
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code 212-755-8777
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CYBERIA HOUSE, CHURCH STREET, BASINGSTOKE, HAMPSHIRE RG21 7QN, UNITED KINGDOM
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 30, 2005, in connection with the consummation of the transaction
discussed in Item 2.01 and the related transactions discussed in the current
report filed with the Securities and Exchange Commission (the "SEC") on Form 8-K
by the Company on June 2, 2005 and the definitive information statement filed
with the SEC by the Company on Schedule 14C and mailed to the stockholders of
the Company on August 11, 2005, both of which are incorporated herein by
reference, 24Holdings Inc. (the "Company") entered into an Amendment to Common
Stock Purchase Agreement (the "Amendment"), among Infinicom AB ("Infinicom"),
the Company, Moyo Partners, LLC ("Moyo") and R&R Biotech Partners LLC ("R&R,"
together with Moyo, the "Purchasers"), which is attached hereto as Exhibit 10.1
and incorporated herein by reference. The Amendment amends a Common Stock
Purchase Agreement entered into by the parties to the Amendment on May 26, 2005,
as described in the Form 8-K filed by the Company with the SEC on June 2, 2005.
The Amendment sets out the responsibilities of the Company's Chief Executive
Officer, Urban von Euler, and Chief Financial Officer, Roger Woodward, following
the closing of the transactions with respect to assisting the Purchasers in the
preparation of the quarterly report of the Company on Form 10-Q for the period
ending September 30, 2005, and providing certifications for such Form 10-Q. In
addition, the Amendment clarifies an agreement between Infinicom and the
Purchasers regarding issuance of shares of one percent (1%) of the outstanding
Common Stock of the Company to Infinicom upon the occurrence of one of several
possible post-closing events, including an equity financing or the consummation
of a merger.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On September 30, 2005, the Company completed a disposition of all of the
outstanding stock of 24STORE (Europe) Limited ("24STORE"), a wholly owned
subsidiary of the Company, to Infinicom, the then owner of a majority of the
issued and outstanding stock of the Company. The details of the disposition of
24STORE and the agreements relating to such disposition are described in the
current report filed with the SEC on Form 8-K by the Company on June 2, 2005 and
the definitive information statement filed with the SEC by the Company on
Schedule 14C and mailed to the stockholders of the Company on August 11, 2005,
both of which are incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 30, 2005, in connection with the closing of the transaction
discussed in Item 2.01, the Company sold 344,595 shares of newly created and
issued Series A Preferred Stock, par value $.001 (the "Preferred Stock") to
Infinicom in exchange for the discharge of debt owed by the Company to Infinicom
in the amount of $230,879, in a private transaction in reliance upon an
exemption from registration available under Section 4(2) of the Securities Act
of 1933, as amended, and Rule 506 promulgated thereunder. The Company believes
the issuance was exempt from registration because Infinicom is an accredited
investor and the transaction otherwise meets the requirements for exemption from
registration. Each share of Preferred Stock is convertible into one hundred
(100) shares of Common Stock of the Company immediately upon election and
written notice to the Company by the holder of the Preferred Stock, provided
that there are sufficient authorized and unissued shares of Common Stock of the
Company available for issuance, as more fully described in the Certificate of
Designations attached hereto as Exhibit 3.1 and incorporated herein by
reference. The details of the sale of the Preferred Stock and the agreements
relating to such sale are described in the current report filed with the SEC on
Form 8-K by the Company on June 2, 2005 and the definitive information statement
filed with the SEC by the Company on Schedule 14C and mailed to the stockholders
of the Company on August 11, 2005, both of which are incorporated herein by
reference.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Effective September 30, 2005, Infinicom completed the sale to the Purchasers of
74,711,681 shares of Common Stock of the Company (which represented 77.7% of the
96,147,395 shares of Common Stock then outstanding) and 344,595 shares of
Preferred Stock, constituting 83.6% in the aggregate of the then issued and
outstanding Common Stock of the Company, assuming the conversion of the
Preferred Stock into 34,459,500 shares of Common Stock. As a result, the
Purchasers acquired control of the Company from Infinicom, with R&R beneficially
owning 87,336,945 shares of Common Stock (assuming the conversion by R&R of
275,676 shares of Preferred Stock into 27,567,600 shares of Common Stock)
constituting 66.9% of the then issued and outstanding shares of Common Stock of
the Company, and Moyo beneficially owning 21,834,236 (assuming the conversion by
Moyo of 68,919 shares of Preferred Stock into 6,891,900 shares of Common Stock)
constituting 16.7% of the then issued and
outstanding shares of Common Stock of the Company. R&R acquired its shares of
Common Stock of the Company with funds received from its affiliate, Rodman &
Renshaw, a registered broker-dealer. Moyo acquired its shares of Common Stock of
the Company using its working capital. The transaction resulting in the change
in control of the Company, including details regarding new directors and
anticipated officers of the Company is described in the definitive information
statement filed with the SEC by the Company on Schedule 14C and mailed to the
stockholders of the Company on August 11, 2005, which is incorporated herein by
reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective September 30, 2005, Urban von Euler resigned as President and director
of the Company, to continue as Chief Executive Officer of the Company through
the filing of the quarterly report on Form 10-Q by the Company with the SEC for
the period ending September 30, 2005. Effective September 30, 2005, Larsake
Sandin resigned as director of the Company. Prior to resigning as directors of
the Company, Urban von Euler and Larsake Sandin, constituting the entire Board
of Directors of the Company, appointed Arnold Kling and Kirk Warshaw as
directors of the Company. Further details regarding Mr. Kling and Mr. Warshaw
are provided in the definitive information statement filed with the SEC by the
Company on Schedule 14C and mailed to the stockholders of the Company on August
11, 2005, which is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information meeting the requirements of
Article 11 of Regulation S-X will be filed by the Company, if
required, on an amendment to this Form 8-K not later than 71
calendar days after the date of filing of this Form 8-K with
the SEC.
Exhibit No. Description
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3.1 Certificate of Designations, Rights and Preferences of Series
A Preferred Stock $.001 Par Value of 24Holdings Inc.*
10.1 Amendment to Common Stock Purchase Agreement, among Infinicom
AB, 24Holdings Inc., Moyo Partners, LLC and R&R Biotech
Partners LLC.*
99.1 Resignation Letter of Urban von Euler dated as of September
30, 2005.*
99.2 Resignation Letter of Larsake Sandin dated as of September 30,
2005.*
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* Previously filed
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.
24HOLDINGS INC.
Date: October 7, 2005 By: /s/ Arnold Kling
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Name: Arnold Kling
Title: President