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 (Date of earliest event reported): August 10, 2005
ROOMLINX, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-26213 83-0401552
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 525-1777
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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 August 10, 2005, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Registrant, a wholly-owned
subsidiary of the Registrant ("Subcorp") and SuiteSpeed, Inc ("SuiteSpeed")
pursuant to which, concurrent with the execution of the Merger Agreement (a)
Subcorp merged with and into SuiteSpeed, (b) SuiteSpeed became a wholly-owned
subsidiary of the Registrant, (c) the Registrant became obligated to issue a
total of 21,450,000 shares of its Common Stock to the former stockholders of
SuiteSpeed and (d) the Registrant became obligated to issue a total of 6,183,870
additional shares of its Common Stock to cancel certain indebtedness of
SuiteSpeed to its principal stockholder, Michael Wasik.
Pursuant to the Merger Agreement, Michael Wasik assumed the title of
Executive Vice President of the Wireless LAN Division of the Registrant. At the
closing, he entered into an employment agreement with a two year term providing
for base salary of $150,000 and stock options covering 1,000,000 shares of the
registrant's common stock.
SuiteSpeed is a provider of high-speed wireless Internet access solutions
to hotels. Prior to the negotiation of this transaction, there was no material
relationship between SuiteSpeed and the Registrant.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Reference is made to Item 1.01. On August 10, 2005, the Registrant
consummated the transactions contemplated by the Merger Agreement, pursuant to
which (a) Subcorp merged with and into SuiteSpeed, (b) SuiteSpeed became a
wholly-owned subsidiary of the Registrant, (c) the Registrant became obligated
to issue a total of 21,450,000 shares of its Common Stock to the former
stockholders of SuiteSpeed and (d) the Registrant became obligated to issue a
total of 6,183,870 additional shares of its Common Stock to cancel certain
indebtedness of SuiteSpeed to its principal stockholder.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Reference is made to Item 1.01 with respect to the issuance by the
Registrant of 21,450,000 shares of the Registrant's common stock to the former
stockholders of SuiteSpeed and the issuance by the Registrant of 6,183,870
shares to Suitespeed's principal stockholder in cancellation of indebtedness
owed by SuiteSpeed. These shares were issued in a private placement of
securities exempt from registration under the Securities Act of 1933, as amended
(the "Act"), pursuant to Section 4(2) of the Act. There are a total of five
persons who will receive shares of the Registrant's common stock pursuant to the
Merger Agreement. Holders owning more than 98% of the outstanding SuiteSpeed
shares have provided the Registrant with investment representations and the
remaining holders will be required to provide such representations when
exchanging their SuiteSpeed shares for shares of the Registrant's common stock
The Registrant will arrange for the certificates representing the
securities issued pursuant to the Merger Agreement to be legended and subject to
stop transfer restrictions. The Registrant did not engage in any form of general
solicitation or general advertising in connection with these issuances.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired - to be filed by amendment to
this Current Report.
(b) Pro forma financial information - to be filed by amendment to this Current
Report.
(c) Exhibits.
The following exhibits have been filed with this Current Report on Form
8-K:
Exhibit 10.1 Agreement and Plan of Merger, dated as of August 10, 2005,
by and among RoomLinX, Inc., SS-R Acquisition Corp. and
SuiteSpeed, Inc.
Exhibit 10.2 Employment Agreement, dated as of August 10, 2005, between
the Registrant and Michael Wasik
Exhibit 99.1 Press release dated August 10, 2005.
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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.
ROOMLINX, INC.
By: /s/ Aaron Dobrinsky
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Name: Aaron Dobrinsky
Title: Chief Executive Officer
Dated: August 15, 2005
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EXHIBIT INDEX
Exhibit 10.1 Agreement and Plan of Merger, dated as of August 10, 2005,
by and among RoomLinX, Inc., SS-R Acquisition Corp. and
SuiteSpeed, Inc.
Exhibit 10.2 Employment Agreement, dated as of August 10, 2005, between
the Registrant and Michael Wasik
Exhibit 99.1 Press release dated August 10, 2005.
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