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 30, 2005
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DIALOG GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Commission File Number 000-30294
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Delaware 87-0394290
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization ) Identification No.)
Twelfth Floor, 257 Park Avenue South, New York, NY 10010
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(Address of Principal Executive Offices)
212-254-1917
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(Registrant's Telephone number, including area code)
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Please see Item 2.01 for a description of the Agreements concerning the
disposition of AdValiant, Inc., an Ontario Corporation.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF DISPOSITION OF ASSETS
As of June 30, 2005, Dialog Group, Inc., the Registrant, and its wholly
owned subsidiary, AdValiant Acquisition Corp entered into an Agreement for
Merger with AdValiant, Inc., an Ontario corporation, AdValiant USA, Inc. a
Delaware corporation, and their shareholders, Empire Media, Inc., a Delaware
corporation, and Matt Wise and Jivan Manhas, two Canadian citizens.
Integration of the companies proved to be a greater challenge than
anticipated. As a result the parties agreed to reverse the acquisition.
In order to accomplish the dissolution of the merger, AdValiant USA, Inc.
sold all of the Class A voting shares of AdValiant to the former AdValiant
shareholders. In exchange, the shareholders agree to cancel all Exchangeable
Shares (each of which entitled the holder to exchange their Exchangeable Shares
for Dialog Group common stock) and their rights there under, return all their
Dialog Group Preferred Voting Stock for cancellation, and pay Dialog Group a
total of $242,000.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
As a result of the transaction reported in Item 2.01, Empire Media, Inc,
Matthew Wise, and Jivan Manhas have lost their voting power and should no longer
be considered as among the control people of Dialog Group.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) The Financial Statements of business acquired.
Not Applicable
(b) Pro forma financial statements.
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The required statements will be filed by amendment prior to March 15,
2006.
(c) Exhibits:
Exhibit Number Description of Exhibit
10.13 Recession Agreement dated as of December 27, 2005
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.
DIALOG GROUP, INC.
Date: January 3, 2006 By: /s/ Peter DeCrescenzo
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Peter V. DeCrescenzo, President & CEO
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INDEX TO EXHIBITS
Exhibit Page
Number Number Description
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10.13 E - 1 Rescission Agreement
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