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): JULY 18, 2002
IGO CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-27021 94-3174623
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
9393 GATEWAY DRIVE, RENO, NV 89511
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 746-6140
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 1. Changes in Control of Registrant.
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(b) On July 18, 2002, iGo Corporation (the "Company") entered into an
amendment to the Agreement and Plan of Merger (the "Agreement") among Mobility
Electronics, Inc. ("Mobility"), IGOC Acquisition, Inc., and the Company. The
effect of the amendment is twofold. First, the cash consideration to be
distributed at closing was changed to $4,250,000 from $6,100,000. Second, the
date by which the merger must occur before either party may terminate the
Agreement was extended from August 31, 2002 to October 1, 2002. In connection
with a settlement described below, a stockholder of the Company has agreed to
vote his 3,531,199 shares in favor of the merger pursuant to a Lock-Up and
Voting Agreement dated July 18, 2002, but prior to the consummation of the
merger, such shares will be cancelled and such stockholder will not receive
distributions of any of the merger consideration.
Item 5. Other Events.
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The adjustment to the cash consideration described above is the result
of a settlement reached with a significant stockholder of the Company, Mark
Rapparport, and his affiliate, XMicro Holding Company, with respect to certain
allegations that were made by such parties against the Company and certain of
its affiliates. In connection with this settlement, presuming that the merger is
consummated, the Company will pay to such parties $1,850,000 in cash, all active
litigation between the parties will be dismissed, all claims and demands
terminated and released and the 3,531,199 shares held by such stockholder will
be cancelled. If the Agreement is terminated or the merger does not occur prior
to October 31, 2002, the parties' respective obligations and releases under the
settlement agreement will terminate, such stockholder will keep his shares and
will forfeit all but certain portions of the settlement payment. If the merger
is terminated prior to September 3, 2002 and no stockholder meeting to approve
the merger has taken place, such stockholder would retain $350,000 of the
settlement payment. If the merger is terminated after September 3, 2002 or
otherwise following the Company's stockholder meeting, such stockholder would
retain $250,000 in addition to the previously retained payment. If the merger
has not occurred by October 1, 2002 and the Company and Mobility choose to
extend the merger agreement, but the merger does not occur by October 31, 2002,
then such stockholder would retain $500,000 in addition to the previously
retained payments. Mobility has agreed to reimburse the Company for one-half of
any payments retained by such stockholder in the event the Agreement is
terminated or the merger does not occur by the deadline. As noted above, in
connection with this settlement, Mr. Rapparport has agreed to vote his shares in
favor of the merger contemplated by the Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
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2.3 Amendment No. 1 to Agreement and Plan of Merger between the Company,
Mobility and IGOC Acquisition, Inc. dated July 18, 2002.
2.4 Lock-Up and Voting Agreement between the Company, Mobility, XMicro
Holding Company, Inc. and Mark Rapparport dated July 18, 2002.
10.33 Settlement Agreement, dated July 18, 2002, by and among the Company,
Xtend Micro Products, Inc., XMicro Holding Company, Inc., Mark
Rapparport, Mobility and certain affiliates of the Company.
10.34 Depository Agreement between U.S. Stock Transfer Corporation, the
Company, Mark Rapparport and XMicro Holding Company, Inc. dated July
18, 2002.
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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.
Dated: July 26, 2002
IGO CORPORATION
By: /s/ Scott Shackelton
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Scott Shackelton
Sr. Vice President and Chief Financial Officer
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