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
February 2, 2010
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Date of Report (Date of earliest event reported)
INFRARED SYSTEMS INTERNATIONAL
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(Exact Name of Registrant as specified in its Charter)
Nevada 0-17953 38-3767357
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(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation or organization) Identification No.)
15 N. Longspur Drive, The Woodlands, TX 77380
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(Address of principal executive offices) (Zip Code)
(310) 213-2143
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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 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
Infrared Systems International issued a press release on February 2, 2010 with
respect to a non-binding letter of intent (LOI) with Propalms, Inc. (Pink
Sheets: PRPM) pursuant to which IFRS will issue 11,557,217 restricted shares of
its authorized and unissued common stock to Propalms (representing 89.9% of the
then outstanding stock of IFRS) for $200,000, to be paid on terms. IFRS then
will acquire all of the outstanding common shares of Focus Systems, Inc., a
wholly owned subsidiary of Propalms, in exchange for 3 million restricted common
shares of IFRS. The 11,557,217 shares initially issued to Propalms and the
related promissory note will be transferred by Propalms to William Wright, the
President of Focus Systems. At the closing of the transactions, all Directors
and officers of Infrared Systems shall resign, and William Wright will be
appointed Chairman, President and CEO of IFRS.
Prior to the closing of the transactions with Propalms, IFRS will transfer all
of its current assets and liabilities to a wholly-owned subsidiary of IFRS that
will be managed by Gary Ball, the current CEO of IFRS. Within twelve months
after the closing, either the stock of the subsidiary or the net proceeds from
the sale of the subsidiary's assets will be distributed to the former
stockholders of IFRS.
The proposed transactions are subject to the execution of a definitive agreement
and the fulfillment of certain other conditions.
Copies of the press release by IFRS and the letter of intent are attached hereto
as exhibits.
IMPORTANT LEGAL INFORMATION
IN CONNECTION WITH THE PROPOSED TRANSACTIONS, IF A DEFINITIVE AGREEMENT
IS SUBSEQUENTLY EXECUTED BETWEEN IFRS AND PROPALMS, IFRS WILL FILE A PROXY OR
INFORMATION STATEMENT AND ADDITIONAL DISCLOSURES WITH THE SECURITIES AND
EXCHANGE COMMISSION. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF THE COMPANY WILL BE ASKED TO CAREFULLY READ THE ENTIRE
PROXY OR INFORMATION STATEMENT, WHEN IT BECOMES AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
CAUTIONARY STATEMENTS REGARDING THE LOI
THE LOI IS BEING FILED AS AN EXHIBIT TO THIS CURRENT REPORT ON FORM 8-K TO
PROVIDE INVESTORS AND SECURITY HOLDERS WITH INFORMATION REGARDING ITS TERMS. IT
IS NOT INTENDED TO PROVIDE ANY OTHER FACTUAL INFORMATION ABOUT IFRS, PROPALMS,
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FOCUS SYSTEMS, WILLIAM WRIGHT, OR THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES.
ANY REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE LOI WERE MADE
ONLY FOR PURPOSES OF THE LOI AND AS OF THE SPECIFIC DATES SET FORTH THEREIN,
WERE SOLELY FOR THE BENEFIT OF THE PARTIES TO THE LOI, AND ARE NONBINDING UNLESS
OTHERWISE SPECIFICALLY PROVIDED. INVESTORS ARE NOT THIRD PARTY BENEFICIARIES
UNDER THE LOI AND SHOULD NOT RELY ON THE REPRESENTATIONS, WARRANTIES AND
COVENANTS OR ANY DESCRIPTIONS THEREOF AS CHARACTERIZATIONS OF THE ACTUAL STATE
OF FACTS OR CONDITIONS OF IFRS, PROPALMS, FOCUS SYSTEMS, WILLIAM WRIGHT, OR
THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES. THE TERMS OF ANY DEFINITIVE
AGREEMENTS MAY CHANGE SUBSTANTIALLY AFTER THE DATE OF THE LOI, OR DEFINITIVE
AGREEMENTS MAY NOT BE EXECUTED OR THE TRANSACTIONS CONTEMPLATED THEREBY
CONSUMMATED.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBIT
ITEM TITLE
99.1 Press release dated February 2, 2010
99.2 Letter of Intent dated January 29, 2010
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
INFRARED SYSTEMS INTERNATIONAL
February 2, 2010
By: /s/ GARY E. BALL
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Gary E. Ball
President & CEO
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