UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
June 30, 2005
(Date of earliest event reported)
EPIXTAR CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
011-15489 65-0722193
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(Commission File Number) (IRS Employer Identification No.)
11900 Biscayne Boulevard Suite 700
Miami, Florida 33181
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(Address of Principal Executive Offices) (Zip Code)
(305) 503-8600
(Registrant's Telephone Number, Including Area Code)
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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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2005, the board of directors of Epixtar Corp. (the "Company")
granted and conveyed an aggregate of 1,500,000 shares of Voxx Corporation common
stock owned by the Company (the "Restricted Shares") to TransVoice LLC, an
affiliate of and a consultant to the Company which grant is evidenced by a
Restricted Stock Agreement between the Company and the grantee. The grant was
made in exchange for consulting services performed and to be performed by
TransVoice for Epixtar and Voxx. Voxx Corporation is a subsidiary of the
Company. The description of the Restricted Stock Agreement set forth in this
Item 1.01 is a summary only and is qualified in its entirety by reference to a
copy of the form of Restricted Stock Agreement which was filed with the
Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005. All
capitalized terms not otherwise defined herein are set forth in the form of
Restricted Stock Agreement.
The Restricted Period for the Restricted Shares commenced on the date of grant
and will end on the date of any initial public offering of Voxx common stock.
During the Restricted Period, the grantee may not sell, assign, transfer or
encumber the Restricted Shares, the right to vote the Restricted Shares or the
right to receive dividends on the Restricted Shares (collectively, the
"Restrictions"), provided that the grantee shall have all other rights of a
stockholder of Voxx which the Company previously had with respect to the shares,
including, without limitation, the right to receive dividends on and the right
to vote the shares.
The Restricted Shares shall vest upon any initial public offering of Voxx common
stock, at which time the Restrictions shall lapse with respect to such shares.
The Restricted Stock Agreement provides that all rights to the Restricted Shares
shall be forfeited to the Company without consideration in the event that an
initial public offering of Voxx common stock does not occur prior to July 31,
2006.
At the request of the Company, Voxx or any representative of the underwriters in
connection with an initial public offering of Voxx common stock, the grantee
shall be subject to a lock-up period in connection with such initial public
offering with respect to the shares granted under the Restricted Stock
Agreement, whether vested or still restricted.
SIGNATURES
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, hereunto duly authorized.
EPIXTAR CORP.
(Registrant)
Date: July 18, 2005 By /s/ IRVING GREENMAN
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Irving Greenman
Chief Financial Officer