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): JUNE 1, 2005
CNH HOLDING HOLDINGS COMPANY
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-17304 91-1944887
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
17304 PRESTON ROAD, SUITE 975
DALLAS, TEXAS 75252
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 381-4699
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 (see General Instruction A.2. below):
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.
Effective May 27, 2005, the Company consummated an Agreement and Plan
of Merger by and among XBridge Software, Inc, a Delaware corporation
("XBridge"), and certain of its stockholders (the "Merger Agreement"), pursuant
to which the Company acquired XBridge through a merger of XBridge with a newly
formed Company subsidiary.
Under the terms of the Merger Agreement, the Company issued 4,150,000
shares of its common stock to the former stockholders of XBridge. At the time of
the merger, however, XBridge held 2,100,000 shares of the Company's common stock
which were cancelled. Thus, the number of new shares of common stock issued by
the Company in connection with the merger was only 2,000,000 shares.
In addition to the 4,150,000 shares issued by the Company in the
merger, options and warrants to purchase 265,643 shares of XBridge stock were
converted into options to purchase an additional 720,355 shares of the Company's
common stock, at exercise prices ranging from $0.23 to $0.46 cents per share.
The officers and certain of the directors of XBridge are also officers
and directors of CNH. In connection with the merger, the Company issued an
additional 169,847 shares to these individuals in exchange for the cancellation
of $482,364.31 of XBridge debt held by these individuals.
Prior to entering into the Merger Agreement, (a) Ms. Cynthia Garr, the
Company's Exec Vice President, acting Chief Financial Officer and a director,
was also the President and director of XBridge, (b), Mr. Gregory Royal, the
Company's Chief Technology Officer and a director, was also a Vice President and
director of XBridge, (c) Mr. Derek Downs the Company's acting Chief Executive
Officer and a director, was also a consultant to XBridge. Further, in March
2003, the Company entered into a license agreement and an asset purchase
agreement, pursuant to which the Company obtained an exclusive license to
certain of XBridge's technology in exchange for 2,000,000 shares of the
Company's common stock. Subsequent to March 2003, the Company had entered into a
master services agreement with XBridge pursuant to which XBridge provided the
Company with certain development and maintenance services. In connection with
this master services agreement, the Company had previously issued to XBridge an
additional 150,000 shares of its common stock and had incurred approximately
$1,860,000 in past due service fee debt.The issuance by the Company of the
Shares was made in reliance upon the exemption available from registration under
Section 4(2) of the Securities Act of 1933.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Please see the Company's response to Item 1.01.
ITEM 3.01. UNREGISTERED SALES OF EQUITY SECURITIES.
Please see the Company's response to Item 1.01.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
No financial statements are filed herewith. The Company will file
financial statements by amendment hereto not later than 71 days after the date
that this Current Report on Form 8-K must be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
No pro forma financial statements are filed herewith. The Company will
file pro forma financial statements by amendment hereto not later than 71 days
after the date that this Current Report on Form 8-K must be filed.
(C) EXHIBITS.
The following is a list of exhibits filed as part of this Current
Report on Form 8-K:
2.1 Agreement and Plan of Merger, dated as of May 19, 2005, by and
among CNH Holdings Company, Ms. Cynthia Garr, Mr. Greg Royal
and XBridge Software, Inc.
10.1 Exchange and Settlement dated as of May 19, 2005, by and
between CNH Holdings Company and Ms. Cynthia Garr.
10.2 Exchange and Settlement dated as of May 19, 2005, by and
between CNH Holdings Company and Mr. Gregory Royal.
10.3 Exchange and Settlement dated as of May 19, 2005, by and
between CNH Holdings Company and Mr. Derek Downs.
99.1 Press Release dated June 1, 2005.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: June 1, 2005 CNH HOLDINGS COMPANY
By: /s/ Derek Downs
-----------------------------------------
Name: Derek Downs
Title: Chief Executive Officer
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