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
Date of Report: April 28, 2005
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(Date of earliest event reported)
OSK CAPITAL II CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 000-28793 84-1491673
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State of Commission IRS Employer
incorporation File Number Identification Number
1080 Beaver Hall
Suite 1555
Montreal, Quebec
Canada H2Z 1S8
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(Address of principal executive offices)
Tel: 514-313-6010
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(Issuer's telephone number)
1 Place Ville-Marie
Suite 2821
Montreal, Qc
H3B 4R4
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(Former name or former address, if changed since last report)
Copies of all communications, including all communications sent to the agent for
service
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Joseph I. Emas, Esq.
Attorney at Law
1224 Washington Avenue
Miami Beach, FL 33139
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 28, 2005, OSK Capital II, Corp. completed its acquisition of Teliphone
Inc., a Canadian corporation, pursuant to an Agreement and Plan of Merger and
Reorganization. At the effective time of the merger, Teliphone Inc. will be
merged with and into OSK Capital II, Corp.'s wholly owned subsidiary, OSK II
Acquisition Corp., a Florida corporation, which will be subsequently dissolved
and merged into our Company at the Closing.
All of the outstanding shares of Teliphone Inc. common stock shall be converted
by virtue of the merger at the Closing Date into shares of OSK Capital II, Corp.
common stock (the "Merger Securities"). On or before the Closing Date, each
Shareholder of Teliphone Inc. shall surrender their outstanding shares of
Teliphone Inc. common stock existing immediately prior to the Closing Date.
Until so surrendered, any outstanding certificates or other documentation which,
prior to the Closing Date represented outstanding shares of Teliphone Inc.
common stock, shall be deemed for all corporate purposes to be surrendered. Upon
such surrender, shares of Teliphone Inc. common stock so surrendered shall no
longer be outstanding and shall automatically be canceled and retired and shall
cease to exist. Consequently, Teliphone Inc. shall survive as a wholly owned
subsidiary of OSK Capital II, Corp.
The foregoing description of the Agreement and Plan of Merger and Reorganization
is qualified in its entirety by reference to the Agreement and Plan of Merger
and Reorganization, the form of which is attached as Exhibit 2.1 hereto and
incorporated herein by reference.
This report contains forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements. For a list and descriptions of such risks and
uncertainties, see the reports filed by us with the Securities and Exchange
Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The financial statements required by this Item 9(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K.
(b) Pro Forma financial information
The pro forma financial information required by this Item 9(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form
8-K.
(c) Exhibits
Exhibits Description
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2.1 Agreement and Plan of Merger by and between
Teliphone, Inc., OSK II Acquisition Corp. and OSK
Capital II, Corp., dated April 28, 2005.
SIGNATURES
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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.
OSK CAPITAL II CORP.
DATE: May 11, 2005 /s/ Robert Cajolet
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Robert Cajolet
Chief Executive Officer
OSK Capital II, Corp.