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
Date of report (Date of earliest event reported): January 4, 2005
CANEUM, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-30874 33-0916900
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
170 Newport Center Drive, Suite 220, Newport Beach, CA 92660
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 273-4000
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
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On January 4, 2005, Caneum, Inc. and Pipeline Software, Inc. executed a
Termination of Agreements by which the parties mutually consented to the
termination of the Merger Agreement between the parties. Under the terms of the
Merger Agreement originally entered into by the parties on July 8, 2004,
Pipeline would have been merged with and into Caneum. Further, the shareholders
of Pipeline would have received 1,000,000 shares of Caneum common and a pro rata
a cash payment of $500,000. In return, Caneum would have received all of the
cash and accounts receivable of Pipeline at the effective time of the merger,
subject to outstanding liabilities and payables, as well as a license to use and
market the TeamView(TM) software developed by Pipeline and access to all of
Pipeline's customers. The agreement, as amended, provided that if the merger was
not completed on or before December 31, 2004, either party could terminate the
merger agreement. The parties were not able to negotiate mutually agreeable
terms to further extend the merger agreement and therefore mutually agreed to
terminate the proposed merger transaction. The parties have not determined the
nature of the continued relationship, if any, between the parties, but are in
the process of discussing a future business relationship.
In the Termination of Agreements, Caneum also mutually agreed with
Charlie Sundling and Raju Patel, principals of Pipeline Software, Inc., to
terminate the employment agreements between these individuals and Caneum.
In connection with the termination of the merger agreement and the
employment agreements, Caneum issued a press release a copy of which is attached
hereto and incorporated herein by reference as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.2(d), 10.12(d), & 10.13(d) Termination of Agreements
dated January 4, 2005
99.1 Press release announcing
termination of Merger
Agreement with Pipeline
Software, Inc.
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.
Caneum, Inc.
Date: January 5, 2005 By /s/ Gary Allhusen
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Gary Allhusen, Executive Vice-President