UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
July 19, 2005
TELEPLUS ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-49628 90-0045023
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7575 Transcanadienne, Suite 305
St-Laurent, Quebec, Canada H4T 1V6
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(Address of principal executive offices)
Registrant's telephone number, including area code: (514) 344-0778
465 St. Jean, Suite 601
Montreal, Quebec Canada H2Y 2R6
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(Former Name or Former Address, If Changed Since Last Report)
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 (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 July 15, 2005, the Company, entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP, dated as of July 15, 2005. Pursuant
to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell Capital Partners shares of the
Company's common stock for a total purchase price of up to $35 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital Partners will pay the Company 98% of the lowest volume weighted
average price of the Company's common stock as quoted by Bloomberg, LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the five days immediately following the notice date.
The price paid by Cornell Capital Partners for the Company's stock shall be
determined as of the date of each individual request for an advance under the
Standby Equity Distribution Agreement. Cornell Capital Partners will also retain
5% of each advance under the Standby Equity Distribution Agreement. Cornell's
obligation to purchase shares of the Company's common stock under the Standby
Equity Distribution Agreement is subject to certain conditions, including the
Company obtaining an effective registration statement for shares of the
Company's common stock sold under the Standby Equity Distribution Agreement and
is limited to $2,000,000 per five consecutive trading days after the advance
notice is provided to Cornell Capital Partners.
Upon the execution of the Standby Equity Distribution Agreement, Cornell
Capital Partners is entitled to receive as a one-time commitment fee 2,500,000
shares of the Company's common stock and two warrants to purchase 20,000,000
shares of the Company's common stock. Each warrant entitles the holder thereof
to purchase common stock for 10,000,000 shares of the Company's common stock.
The first warrant for 10,000,000 shares of the Company's common stock has an
exercise price equal to $0.38 or as adjusted under the terms of the warrant. The
second warrant for 10,000,000 shares of the Company's common stock has an
exercise price equal to $0.25 or as adjusted under the terms of the warrant. The
warrants expire three years from July 15, 2005.
In relation with the Standby Equity Distribution Agreement, the Company
has also entered into a Placement Agent Agreement, dated as of July 15, 2005,
with Newbridge Securities Corporation. Upon execution of the Placement Agent
Agreement, Newbridge Securities Corporation is entitled to receive, as a
one-time placement agent fee, shares of the Company's common stock in an amount
equal to $10,000 divided by the volume weighted average price of the Company's
shares, as quoted on Bloomberg, LP, as of July 15, 2005.
On July 15, 2004, the Company also entered into a Securities Purchase
Agreement with Cornell. Pursuant to the Securities Purchase Agreement, the
Company shall issue convertible-redeemable debentures to Cornell in the original
principal amount of $5,625,000. The debentures have an 18-month term and accrue
annual interest of 10%. The $5,625,000 under the debentures will be disbursed
within five days of the execution of the Securities Purchase Agreement. The
debentures may be redeemed by the Company at any time, in whole or in part. If
on the date of redemption, the closing price of the Company's common stock is
greater than the conversion price in effect, the Company shall pay a redemption
premium of 20% of the amount redeemed in addition to such redemption. The
debentures are also convertible at the holder's option at a conversion price
equal to $0.285, which may be adjusted pursuant to the terms of the Secured
Convertible Debentures. The debentures are secured by substantially all the
assets of the Company.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
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Exhibit Description Location
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Exhibit 99.1 Standby Equity Distribution Agreement dated as of Provided
July 15, 2005 between the Company and Cornell herewith
Capital Partners, LP
Exhibit 99.2 Securities Purchase Agreement dated as of July 15, Provided
2005 between the Company and Cornell Capital herewith
Partners, LP
Exhibit 99.3 Registration Rights Agreement dated as of July 15, Provided
2005 between the Company and Cornell Capital herewith
Partners, LP
Exhibit 99.4 Security Agreement dated as of July 15, 2005 Provided
between the Company and Cornell Capital Partners, herewith
LP
Exhibit 99.5 Investor Registration Rights Agreement dated as of Provided
July 15, 2005 between the Company and Cornell herewith
Capital Partners, LP
Exhibit 99.6 Placement Agent Agreement dated as of July 15, Provided
2005 by and among the Company, Cornell Capital herewith
Partners, LP and Newbridge Securities Corporation
Exhibit 99.7 Warrant dated as of July 15, 2005 issued to Provided
Cornell Capital Partners, LP herewith
Exhibit 99.8 Warrant dated as of July 15, 2005 issued to Provided
Cornell Capital Partners, LP herewith
Exhibit 99.9 Convertible Debenture dated as of July 15, 2005 Provided
issued to Cornell Capital Partners, LP herewith
Exhibit 99.10 Pledge and Escrow Agreement dated July 15, 2005 Provided
among the Company, Cornell Capital Partners, LP, herewith
Visioneer Holding Group, Inc. and David Gonzalez,
Esq.
Exhibit 99.11 Escrow Agreement dated July 15, 2005 among the Provided
Company, Cornell Capital Partners, LP and David herewith
Gonzalez, Esq.
Exhibit 99.12 Escrow Agreement dated July 15, 2005 among the Provided
Company, Cornell Capital Partners, LP and David herewith
Gonzalez, Esq.
Exhibit 99.13 Subsidiary Security Agreement dated as of July 15, Provided
2005 between the Teleplus Retail Services, Inc. herewith
and Cornell Capital Partners, LP
Exhibit 99.14 Subsidiary Security Agreement dated as of July 15, Provided
2005 between the Teleplus Wireless Corp. and herewith
Cornell Capital Partners, LP
Exhibit 99.15 Subsidiary Security Agreement dated as of July 15, Provided
2005 between the Teleplus Connect Corp. and herewith
Cornell Capital Partners, LP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 19, 2005 TELEPLUS ENTERPRISES, INC.
By: /s/ Marius Silvasan
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Name: Marius Silvasan
Title: Chief Operations Officer