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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 3, 2007
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.)
718 University Ave., Suite 202 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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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 (see General Instruction A.2. below):
[X] 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 CRF 240.14d-2(b))
[_] Pre-commencement communication pursuant to Rule 13e-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
On January 3, 2007, Semotus Solutions, Inc. ("Semotus") entered into an
amendment of the definitive Agreement and Plan of Reorganization dated November
10, 2006 with Citytalk, Inc. ("Citytalk") (the "Amendment").
The Amendment extended the time to close the contemplated merger of the two
companies, as well as to extend the time to complete some key contingent events.
Specifically, the Amendment extended the time within which the merger may be
completed from March 1, 2007 with an extension to April 1, 2007, to March 31,
2007 with an extension to May 1, 2007. Semotus also extended the time within
which Citytalk has to complete its $60 million financing from thirty days after
execution of the merger agreement to ninety days, or February 9, 2007. In
addition to the extensions of time, the recent amendment provides that the
authorized common shares be increased upon the close of the merger from
750,000,000 to 1,500,000,000.
On January 4, 2007, Semotus issued a press release with respect to this
Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Semotus intends to file a proxy statement in connection with the merger
transaction involving Semotus and Citytalk before the end of the calendar year.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
TRANSACTION. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the SEC at
the SEC's web site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by Semotus by
contacting Semotus Investor Relations at 718 University Ave., Suite 202, Los
Gatos, CA 95032, telephone (408) 399-6120, and directed to the attention of Tali
Durant, Corporate Secretary.
Semotus and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Semotus in
connection with the merger transaction. Information regarding the special
interests of these directors and executive officers in the merger transaction
will be included in the proxy statement of Semotus described above. Additional
information regarding the directors and executive officers of Semotus is also
included in Semotus' proxy statement for its 2006 Annual Meeting of
Stockholders, which was filed with the SEC on July 26, 2006. These documents are
available free of charge at the SEC's web site at www.sec.gov and from Investor
Relations at Semotus as described above.
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 First Amendment to the Agreement and
Plan of Reorganization by and among
Semotus Solutions, Inc. and Citytalk,
Inc. dated January 3, 2007.
99.1 Press Release of Semotus Solutions,
Inc. issued on January 4, 2007.
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: January 5, 2007 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
Chief Executive Officer