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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 25, 2007
DEEP FIELD TECHNOLOGIES, INC.
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(Exact name of Company as specified in its chapter)
NEW JERSEY 333-120506 20-1862733
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
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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))
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SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2006, Deep Field Technologies, Inc. (the "Company")
entered into a Securities Exchange Agreement (the "Securities Exchange") by and
among the Company, Beijing Sino-US Jinche Yingang Auto Technological Services
Limited, a cooperative joint venture under the laws of The People's Republic of
China ("Automart") and Automart's joint venture participants ("the JV
Participants") whereby the JV Participants will transfer 95% of their interest
in Automart to the Company in exchange for an aggregate of 116,245,399 Class A
Common Stock shares, or 85% of the outstanding shares of the Company, and 2
million of the Company's Class B Common Stock shares.
The closing of the Securities Exchange will occur upon the satisfaction
of a number of conditions precedents: (i) shareholder approval of the Securities
Exchange by the Company's shareholders, (ii) financing in the form of a
convertible debenture for not less than $4 million and (iii) the requisite
approvals by the People's Republic of China. It is anticipated that the closing
will occur in the first quarter 2006.
AutoMart is a China based joint venture recently formed between Beijing
Silver Harbor Car Service Center and Mayflower Auto Group, LLC. AutoMart
business focuses on automobile after-sales services, including maintenance and
repairs, insurance, parts sales, interior furnishings, care products, tires, and
windshields in the People's Republic of China.
On January 25, 2007, the Company, AutoMart and those certain joint
venture participants named therein (the "JV Participants") executed an Amended
and Restated Securities Exchange Agreement (the "Exchange Agreement") pursuant
to which the JV Participants agreed to transfer to the Company, and the Company
agreed to acquire from the JV Participants, ninety-five percent (95%) of the
outstanding equity interests of AutoMart and all voting and economic rights,
benefits and obligations (other than the right to receive distributions in
connection with a liquidation, sale or other transfer, in whole, of AutoMart) of
the remaining five percent (5%) interest in exchange for (a) Eighty-Three
Million Eighty-One Thousand Six Hundred Thirty-Five (83,081,635) shares of the
Company's Class A common stock, no par value per share (the "Common Stock"), (b)
Two Million (2,000,000) shares of the Company's Class B common stock, par value
$0.01 per share (the "Class B Common") and (c) the assumption by the Company of
all obligations of Mayflower Auto Group LLC ("Mayflower") with respect to the
issuance by Cornell Capital Partners, LP ("Cornell") to Mayflower of certain
promissory notes equal to Three Million Three Hundred Fifty Thousand Dollars
($3,350,000). Upon the consummation of the Exchange Agreement, the former
holders of AutoMart capital stock (the JV Participants) will beneficially own
over ninety percent (90%) of the total outstanding voting securities of the
Company. For accounting purposes, the transaction will be classified as a
reverse merger with AutoMart considered the acquirer (hereinafter referred to as
the "Merger"). A copy of the Exchange Agreement is attached as Exhibit 10.1
hereto.
ASSET PURCHASE AGREEMENT
In connection with the transactions to be consummated by the Exchange
Agreement, the Company will enter into an asset purchase agreement (the "APA")
with iVoice, Inc. ("iVoice") on the date that the transaction contemplated by
the Exchange Agreement is consummated (the "Transaction Date") pursuant to which
the Company will assign, transfer and deliver to iVoice on an "as is, where is"
basis, and iVoice will purchase from the Company all of the Assets (as such term
is defined in the APA) relating to the Company's unified messaging business,
free and clear of all encumbrances and liens, in exchange for the payment by
iVoice to the Company of One Dollar ($1.00). A copy of the form of APA is
attached hereto as Exhibits 10.2.
CONSULTING AGREEMENTS
In connection with the transactions contemplated by the Exchange
Agreement, the Company will enter into Consulting Agreements, each dated as of
the Transaction Date, with each of: (a) Mr. Mark Meller, pursuant to which Mr.
Meller shall provide general corporate finance, advisory and other similar
consulting services to the Company for a term of six (6) months in exchange for
the payment by the Company to Mr. Meller of One Million (1,000,000) shares of
Common Stock, which Common Stock shall be issued to Mr. Meller on the Effective
Date (as defined therein), and shall be deemed fully earned and not redeemable
by the Company, including upon any termination of the Consulting Agreement,
after such issuance; (b) Mr. Jerome Mahoney, pursuant to which Mr. Mahoney shall
provide general corporate finance, advisory and other similar consulting
services to the Company for a term of six (6) months in exchange for the payment
by the Company to Mr. Mahoney of One Million (1,000,000) shares of Common Stock,
which Common Stock shall be issued to Mr. Mahoney on the Effective Date (as
defined therein) and shall be deemed fully earned and not redeemable by the
Company, including upon any termination of the Consulting Agreement, after such
issuance; (c) iVoice, pursuant to which iVoice shall provide general corporate
finance, advisory and other similar consulting services to the Company for a
term of six (6) months in exchange for the payment by the Company to iVoice of
Four Million (4,000,000) shares of Common Stock, which Common Stock shall be
issued to iVoice on the Transaction Date and shall be deemed fully earned and
not redeemable by the Company, including upon any termination of the Consulting
Agreement, after such issuance; (d) MM2 Group, Inc. ("MM2"), pursuant to which
MM2 shall provide general corporate finance, advisory and other similar
consulting services to the Company for a term of six (6) months in exchange for
the payment by the Company to MM2 of Four Million (4,000,000) shares of Common
Stock, which Common Stock shall be issued to MM2 on the Transaction Date and
shall be deemed fully earned and not redeemable by the Company, including upon
any termination of the Consulting Agreement, after such issuance. The form of
Consulting Agreements for Messrs. Meller and Mahoney, iVoice and MM2 are
attached as Exhibits 10.3, 10.4, 10.5 and 10.6 hereto, respectively.
The Company will be obligated to register the 2,000,000 shares of
Common Stock issued to Mssrs. Meller and Mahoney on Form S-8, at the Company's
expense, with the U.S. Securities and Exchange Commission (the "SEC") on such
date that is not later than seventy (70) days after the Transaction Date. Each
Consulting Agreement includes customary non-disclosure and non-solicitation
provisions which shall remain enforceable for a period of six (6) months
following the termination of each Consulting Agreement.
TERMINATION & SETTLEMENT AGREEMENTS
In connection with the transactions contemplated by the Exchange
Agreement, the Company will enter into Termination & Settlement Agreements each
dated as of the Transaction Date with each of (a) Mr. Meller, pursuant to which
(i) Mr. Meller will resign from his positions as President, Chief Executive
Officer, Chief Financial Officer and as a member of the Board of Directors of
the Company, (ii) the Company and Mr. Meller will agree to settle all
obligations owing by the Company to Mr. Meller, including, without limitation,
all obligations under Mr. Meller's Employment Agreement dated October 1, 2004,
as amended, in exchange for the issuance by the Company to Mr. Meller of the One
Million (1,000,000) shares of Common Stock issued pursuant to Mr. Meller's
Consulting Agreement as described herein above and (iii) the Company and Mr.
Meller will terminate Mr. Meller's Employment Agreement dated October 1, 2004,
as amended and (b) Mr. Mahoney, pursuant to which (x) Mr. Mahoney will resign
from his position as Non-executive Chairman of the Board of Directors of the
Company, (y) the Company and Mr. Mahoney will agree to settle all obligations
owing by the Company to Mr. Mahoney, including, without limitation, all
obligations under Mr. Mahoney's Employment Agreement dated August 3, 2004, as
amended, in exchange for the issuance by the Company to Mr. Mahoney of the One
Million (1,000,000) shares of Common Stock issued pursuant to Mr. Mahoney's
Consulting Agreement as described herein above and (z) the Company and Mr.
Mahoney will
terminate Mr. Mahoney's Employment Agreement August 3, 2004, as amended. The
form of Termination and Settlement Agreements for Messrs. Meller and Mahoney are
filed as Exhibits 10.7 and 10.8 hereto.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On January 12, 2007, pursuant to Title 14A Section 5-6(2)(a) of the New
Jersey Business Corporation Act (the "BCA"), the Board of Directors set the date
of January 26, 2007 as the date on which the Board of Directors would tabulate
the written consents received from shareholders in favor of the Company to enter
into the transaction contemplated by the Exchange Agreement. Therefore, on
January 26, 2007, the written consents were tabulated and the Company received
the written consent of shareholders representing in the aggregate, 10,500,000
shares of the Company, or 51.18% of the voting shares of the Company, exceeding
the requisite majority number of voting shares to approve the transaction
contemplated by the Exchange Agreement. Pursuant to Title 14A Section 5-6(2)(b)
of the BCA, the Company thereafter notified the non-consenting shareholders of
the written consent of shareholder action in lieu of meeting by the requisite
number of voting shareholders, (the "Notice of Shareholder Action"), that
approved the the transaction contemplated by the Exchange Agreement and that
such action shall become effective as soon as the conditions precedent to the
Exchange Agreement have been satisfied, but no earlier than twenty (20) days
from the date of mailing of the Notice of Shareholder Action. The Notice of
Shareholder Action is attached as Exhibit 99.1 hereto.
On January 31, 2007, the Company issued a press release entitled: "Deep
Field Technologies to Merge With Chinese Auto Service Company" announcing that
it entered into the Exchange Agreement. [See Item 1.01]. The press release is
attached as Exhibit 99.2 hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
In advance of consummating the transaction contemplated by the Exchange
Agreement, [See Item 1.01 above], attached is the audited balance sheet of
Beijing Sino-US Jinche Yingang Auto Technological Services Limited as of
December 31, 2005 and the audited related combined statements of operations and
comprehensive income (loss), stockholders' equity and cash flows for the years
ended December 31, 2005 and 2004.
(d) Exhibits
10.1 Amended and Restated Securities Exchange Agreement dated
January 25, 2007 by and among Company, AutoMart and those
certain joint venture participants named therein.
10.2 Form of Asset Purchase Agreement by and between the Company
and iVoice, Inc.
10.3 Form of Consulting Agreement by and between the Company and
Mark Meller.
10.4 Form of Consulting Agreement by and between the Company and
Jerome Mahoney.
10.5 Form of Consulting Agreement by and between the Company and
iVoice, Inc.
10.6 Form of Consulting Agreement by and between the Company and
MM2 Group, Inc.
10.7 The form of Termination and Settlement Agreement by and
between the Company and Mark Meller.
10.8 The form of Termination and Settlement Agreement by and
between the Company and Jerome Mahoney.
99.1 Notice to Shareholders.
99.2 Press release dated January 31, 2007 entitled: "Deep Field
Technologies to Merge With Chinese Auto Service Company".
99.3 Audited balance sheet of Beijing Sino-US Jinche Yingang Auto
Technological Services Limited as of December 31, 2005 and
the audited related combined statements of operations and
comprehensive income (loss), stockholders' equity and cash
flows for the years ended December 31, 2005 and 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEEP FIELD TECHNOLOGIES, INC,
Date: January 31, 2006 By: /s/ Mark Meller
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Mark Meller
President and Chief Executive Officer
INDEX OF EXHIBITS
10.1 Amended and Restated Securities Exchange Agreement dated
January 25, 2007 by and among Company, AutoMart and those
certain joint venture participants named therein.
10.2 Form of Asset Purchase Agreement by and between the Company
and iVoice, Inc.
10.3 Form of Consulting Agreement by and between the Company and
Mark Meller.
10.4 Form of Consulting Agreement by and between the Company and
Jerome Mahoney.
10.5 Form of Consulting Agreement by and between the Company and
iVoice, Inc.
10.6 Form of Consulting Agreement by and between the Company and
MM2 Group, Inc.
10.7 The form of Termination and Settlement Agreement by and
between the Company and Mark Meller.
10.8 The form of Termination and Settlement Agreement by and
between the Company and Jerome Mahoney.
99.1 Notice to Shareholders.
99.2 Press release dated January 31, 2007 entitled: "Deep Field
Technologies to Merge With Chinese Auto Service Company".
99.3 Audited balance sheet of Beijing Sino-US Jinche Yingang Auto
Technological Services Limited as of December 31, 2005 and
the audited related combined statements of operations and
comprehensive income (loss), stockholders' equity and cash
flows for the years ended December 31, 2005 and 2004