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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 14, 2005
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
16400 Lark Ave., Suite 230 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 358-7100
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(Registrant's Telephone Number, including area code)
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 13c-4(c) under the
Exchange Act (17 CFR 240.13e- 4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Semotus Solutions, Inc. ("Semotus") has signed a definitive Merger
Agreement on June 14, 2005 by and among Semotus, Semotus Acquisition Company
Ltd. and Clickmarks, Inc., relating to the acquisition of Clickmarks by Semotus.
In the Merger Agreement, Semotus has agreed to acquire 100% of the issued and
outstanding capital stock of Clickmarks for 4,107,981 shares of Semotus
Solutions' common stock. The agreement is subject to Clickmarks' stockholders
approval and other customary closing conditions.
Clickmarks is an integration and mobilization software company,
engaged in the business of creating and marketing computer software to provide a
framework for development and delivery of composite applications on web and
portal interfaces.
On June 20, 2005, Semotus issued a press release with respect to
this Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit Number Description
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2.1 Merger Agreement by and among Semotus Solutions,
Inc., Clickmarks, Inc. and Semotus Acquisition
Company Ltd. dated June 14, 2005.
99.1 Press Release of Semotus Solutions, Inc. dated
June 20, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: June 20, 2005 By: /s/ Anthony N. LaPine
Anthony N. LaPine,
President and Chief Executive Officer