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
January 26, 2006 Commission file number:
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(Date of earliest event reported) 000-29313
MOBILE REACH INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 20-0121007
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2054 Kildaire Farm Rd. Suite 353
Cary, North Carolina 27511
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(Address of principal executive offices) (Zip code)
(919) 336-2500
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(Registrant's telephone number, including area code)
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Item 1.01 Entry into a Material Definitive Agreement
On January 30, 2006, a Letter of Intent (the "Letter of Intent") entered into on
between Mobile Reach International, Inc. (the "Company") and Crystal Hospitality
Holding, Inc. ("Crystal") became effective. The Letter of Intent provides for
the Company to acquire all of the outstanding shares of Crystal's common stock
(the "Business").
If the transaction is consummated, the aggregate consideration for the Business
will be 5,000,000 shares of the Company's common stock, payable at closing. As
additional consideration for the Business to be purchased, Buyer shall deliver
into an escrow account (the "Escrow Account"), an additional 5,000,000 shares of
the Company's common stock issuable to Crystal which shall vest to Crystal
provided the Business meets any of the following vesting condition:
A) If during the 2006 calendar year, the Business achieves a minimum
revenue of $80,000,000, or a minimum EBITDA of $3,000,000, then
5,000,000 shares of the Company's common stock shall be released to
Crystal;
B) If during the 2006 calendar year, the Business fails to achieve the
amounts as provided in A above, and provided the business achieves a
minimum revenue of $50,000,000, and a minimum EBITDA of $1,500,000,
then 2,500,000 shares of the Company's common stock shall be released
to Crystal;
C) If Crystal has not qualified for vesting of the full number of shares
as provided in Section A above, then during the 2007 calendar year, if
the Business achieves minimum revenue of $80,000,000, or a minimum
EBITDA of $3,000,000, then 2,500,000 shares of the Company's common
stock shall be released to Crystal.
The closing of the transaction is subject to the negotiation of a definitive
Stock Purchase Agreement and other closing conditions as set forth in the Letter
of Intent.
The foregoing description is qualified in its entirety by Letter of Intent
attached hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits Description
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99.1 Letter of Intent dated January 30, 2006 between Mobile Reach
International, Inc. and Crystal Hospitality Holding, Inc.
99.2 On January 31, 2006, Mobile Reach International, Inc. issued
a press release titled: "Mobile Reach to Acquire SunTrips".
A copy of that press release is filed herewith and
incorporated by reference.
2
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SIGNATURE
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, thereunto duly authorized.
Mobile Reach International, Inc.
By: /s/ Alan Christopher Johnson
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Alan Christopher Johnson
Chief Executive Officer
Date: January 26, 2006