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
December 2, 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
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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):
|_| 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.
See disclosure under Item 1.01 above.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See disclosure under Item 1.01 above.
ITEM 8 Other Events
As previously reported, on October 6, 2005, the Company and certain of its
subsidiaries each filed a voluntary petition for relief under Chapter 11 of
Title 11 of the United States Code (the "Bankruptcy Code") with the United
States Bankruptcy Court for the Southern District of Florida, Miami Division
(the "Court").
On December 2, 2005, the Court entered an interim order (the "Interim Order")
authorizing the Debtors to obtain debtor in possession ("DIP") financing from
Laurus Master Fund ("Laurus" ) and further authorizing the Debtors' use of cash
collateral. At the same time, the Company and its subsidiaries entered into a
stipulation (the "Stipulation") with Laurus and certain other creditors
(collectively the "Laurus Parties"). A final hearing on the debtor-in-possession
financing, use of cash collateral and to consider approval of the Stipulation
has been scheduled for December 21, 2005 at 3:00PM.
Pursuant to the Interim Order, Laurus advanced interim financing in the amount
of $750,000, Laurus consented to the Debtors' use of cash collateral, and the
Debtors and Laurus Parties exchanged general releases; however, any claims or
causes of action against Laurus Parties are preserved, in part, for the benefit
of the Official Committee of Unsecured Creditors. The Stipulation provides, in
part, for a reduction of the Laurus Parties' claims from approximately
$17,000,000 to $5,000,000.00, that Laurus, will advance up to an additional
$1,750,000.00 in accordance with a 90 day budget already approved by Laurus,
Laurus will become beneficial owner of the ISP assets and that the Debtors will
file a plan or plans of reorganization on or before January 15, 2006 - the
foregoing are all subject to the entry of final orders approving the DIP
financing and the Stipulation. Additionally, the Stipulation provides that,
following entry of a final order approving the DIP financing and Stipulation, as
well as upon the effective date of the plan or plans of reorganization filed on
behalf of the Debtors, Laurus will receive a 9.9% equity interest in each of the
Company and its subsidiary, VOXX Corporation, and Laurus and one other of the
Laurus Parties will receive three (3) year notes in the aggregate amount of
$5,000,000.00 (which will receive monthly payments of interest, calculated using
the prime rate of interest), with certain conversion rights.
Statements contained in this Report regarding the contents of the and the
Interim Order and Stipulation are not complete, and in each instance reference
is made to the copy of document filed as an exhibit and each such statement
being deemed to be qualified in its entirety by such reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
b Exhibits------ -----------
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99.2 Interim Order Authorizing Call Center Debtors to Obtain Secured
Debtor -in- Possession Financing From And Use Cash Collateral of
Laurus Master Fund (without exhibits).
99.3 Stipulation and Order Settling Controversy Pursuant to Bankruptcy
Rule 9019.
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, hereunto duly authorized.
EPIXTAR CORP.
(Registrant)
Date: December 7, 2005 By /s/ IRVING GREENMAN
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Irving Greenman
President and Chief Financial Officer