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):
December 16, 2005 (December 12, 2005)
Commission File No. 000-33131
LEXICON UNITED INCORPORATED
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(Exact name of small business issuer as specified in its charter)
DELAWARE 06-1625312
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(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
4500 Steiner Ranch Blvd., Suite#1708, Austin, Texas 78732
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(Address of Principal Executive Offices)
(512) 266-3507
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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.
On December 12, 2005, Lexicon United Incorporated (the "Company")
entered into a Share Exchange Agreement (the "Share Exchange Agreement") with
ATN Capital & Participacoes Ltda., a Brazilian limited company ("ATN"), and Omar
Malheiro Silva Araujo and Manuel da Costa Fraguas, each shareholders of ATN (the
"ATN Shareholders"), pursuant to which the Company agreed to acquire Four
Hundred Thousand (400,000) shares of the outstanding capital stock of ATN ("ATN
Shares") from the ATN Shareholders, in exchange for Two Million (2,000,000)
shares of the Company's common stock, in the aggregate, and a cash payment of
One Hundred and Seven Thousand, Six Hundred and Ninety-Two Dollars
($107,692.00), in the aggregate. The ATN Shares constitute eighty percent (80%)
of ATN's issued and outstanding shares.
Upon the closing of the transaction, the ATN Shareholders will became
holders of approximately twenty-three and sixty-five one hundredth percent
(23.65%) of the issued and outstanding common stock of the Company, in the
aggregate, and ATN will become an eighty percent (80%) majority-owned subsidiary
of the Company.
The Share Exchange Agreement is filed as an exhibit to this Current
Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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10.1 Share Exchange Agreement, dated December 12, 2005, among
Lexicon United Incorporated, ATN Capital & Participacoes
Ltda., Omar Malheiro Silva Araujo and Manuel da Costa Fraguas.
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, in the City of Rio de Janeiro, Brazil on December 16, 2005.
LEXICON UNITED INCORPORATED
By: /s/ Elie Saltoun
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Elie Saltoun
Chief Executive Officer, President and Treasurer
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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10.1 Share Exchange Agreement, dated December 12, 2005, among
Lexicon United Incorporated, ATN Capital & Participacoes
Ltda., Omar Malheiro Silva Araujo and Manuel da Costa Fraguas.
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