UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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) May 26, 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.)
Cyberia House, Church Street, Basingstoke, Hampshire RG21 7QN, United Kingdom
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code +44 1256 867 800
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Not Applicable.
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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 May 26, 2005 (the "Effective Date"), 24Holdings Inc. (the "Company")
entered into certain agreements set forth below, in connection with a sale by
the Company of all of the outstanding stock of 24STORE (Europe) Limited
("24STORE") to Infinicom AB ("Infinicom"), the owner of a majority of the
outstanding voting stock of the Company. The following descriptions of such
agreements are qualified in their entirety by the agreements themselves, which
are attached as exhibits hereto.
Agreement for the Sale of Shares in 24STORE (Europe) Limited
On the Effective Date, the Company and Infinicom entered into an Agreement
for the Sale of Shares in 24STORE (Europe) Limited (the "Agreement"). Pursuant
to the Agreement, the Company will sell 34,651,552 ordinary shares of 24STORE,
GBP (pound)0.10 par value to Infinicom, and Infinicom will pay the Company
US$100,000 for such shares.
Agreement for the Sale and Purchase of Intellectual Property Rights
On the Effective Date, the Company, 24STORE and Infinicom entered into an
Agreement for the Sale and Purchase of Intellectual Property Rights (the "IP
Agreement"). Pursuant to the IP Agreement, the Company and 24STORE will assign
to Infinicom all of their right, title and interest in certain trademarks and
domain names. Infinicom will pay to the Company for such interest the sum of GBP
(pound)350,000 and an amount to be determined by the parties at the closing of
the sale of 24STORE stock to Infinicom (the "Consideration"). The Consideration
will be paid through a set-off against all outstanding and contingent
liabilities of the Company to Infinicom as of the closing of the sale.
Preferred Stock Purchase Agreement
On the Effective Date, the Company and Infinicom entered into a Preferred
Stock Purchase Agreement (the "Preferred Stock Agreement"), pursuant to which
the Company will sell an aggregate of 344,595 shares of Series A preferred stock
of the Company, par value $.001 (the "Preferred Stock"). Each share of Preferred
Stock is convertible into 100 shares of common stock of the Company, at the
holder's option, upon written notice to the Company. In exchange for the
Preferred Stock, Infinicom will discharge $230,879 of current and outstanding
debt owed to Infinicom by the Company.
Common Stock Purchase Agreement
On the Effective Date, Infinicom, the Company, Moyo Partners, LLC ("Moyo")
and R&R Biotech Partners LLC ("R&R," and together with Moyo, the "Purchasers")
entered into a Common Stock Purchase Agreement (the "Common Stock Agreement").
Pursuant to the Common Stock Agreement, Infinicom will sell to the Purchasers
109,171,181 shares of common stock of the Company, which will include converted
shares of Preferred Stock, and which will represent approximately 83.6% of the
then issued and outstanding shares of common stock of the Company. In turn, the
Purchasers will pay to Infinicom (i) $500,000 in cash, upon the closing of the
sale of common stock to the Purchasers and (ii) shares of common stock of the
Company which will represent 1% of the issued and outstanding shares of common
stock of the Company on a fully diluted basis, upon the closing of a merger with
one or more as yet unidentified private unaffiliated operating companies that
the Purchasers intend to cause the Company to enter into subsequent to the
closing of the sale of common stock to the Purchasers.
The consummation of the sale of common stock is conditioned upon the
occurrence of the following:
o each of the representations and warranties of Infinicom, the
Company and the Purchasers contained in the Common Stock
Agreement must be true and correct in all material respects as of
the date of closing of the sale, and an authorized officer of
each of the Company and the Purchasers must have delivered a
certificate certifying each of the representations and
warranties;
o the Company must deliver evidence of various corporate compliance
matters and a list of the holders of record of Company common
stock;
o each of the parties shall have performed and complied with all
agreements, obligations and conditions contained in the Common
Stock Agreement required to be performed or complied with on or
before the closing of the sale of common stock;
o Infinicom shall have purchased from the Company all of the issued
and outstanding shares of 24STORE in exchange for an amount of
$100,000 in cash to be paid by Infinicom to the Company, in
addition to the purchase of intellectual property owned by the
Company in exchange for cancellation of certain of the Company's
liabilities to Infinicom;
o Infinicom shall have purchased from the Company 344,595 shares of
Series A preferred stock of the Company in exchange for the
cancellation of certain indebtedness owed by the Company to
Infinicom in the amount of $230,000;
o the Company must have filed all required tax returns for the
fiscal year ended December 31, 2004, paid all taxes, penalties
and interest, if any, due thereunder and be in good standing in
Delaware;
o the Company must have delivered an opinion of counsel to the
Purchasers regarding the common stock of the Company;
o there must not be any judgment, order, decree, stipulation,
injunction, or charge in effect preventing consummation of any of
the transactions contemplated by the Common Stock Agreement;
o each of the foregoing must be satisfied by August 1, 2005 (unless
such date is extended by the parties), and the closing of the
sale of common stock must occur no later than 30 days after each
of the foregoing has been satisfied.
Copies of the Agreement, the IP Agreement, the Preferred Stock Agreement
and the Common Stock Agreement are attached as Exhibits 10.1, 10.2, 10.3 and
10.4, respectively, and are incorporated by reference into this current report.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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10.1 Agreement for the Sale of Shares in 24STORE (Europe) Limited
dated as of May 26, 2005, by and between 24Holdings Inc. and
Infinicom AB
10.2 Agreement for the Sale and Purchase of Intellectual Property
Rights dated as of May 26, 2005, by and among 24Holdings Inc.,
24STORE (Europe) Limited and Infinicom AB
10.3 Preferred Stock Purchase Agreement dated as of May 26, 2005, by
and between 24Holdings Inc. and Infinicom AB
10.4 Common Stock Purchase Agreement dated as of May 26, 2005, by and
among 24Holdings Inc., Infinicom AB, Moyo Partners, LLC and R&R
Biotech Partners LLC
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: June 2, 2005 By: /s/ Roger Woodward
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Name: Roger Woodward
Title: Chief Financial Officer