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
Date of Report (Date of Earliest event Reported): January 23, 2006
(January 18, 2006)
LEXICON UNITED INCORPORATED
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(Exact name of small business issuer as specified in its charter)
DELAWARE 000-33131 06-1625312
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(State or other jurisdiction of (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 January 18, 2006, Lexicon United Incorporated (the "Company") entered
into an amendment No. 1 (the "Amendment") to the Share Exchange Agreement (the
"Share Exchange Agreement"), dated as of December 12, 2005, among the Company,
ATN Capital & Participacoes Ltda., a Brazilian limited company ("ATN"), and Omar
Malheiro Silva Araujo and Manuel da Costa Fraguas, each a shareholder of ATN
(together, the "ATN Shareholders"). The Amendment modifies certain provisions of
the Share Exchange Agreement as follows:
o Instead of receiving Two Million (2,000,000) shares of the Company's
common stock and an additional cash payment of One Hundred and Seven
Thousand, Six Hundred and Ninety-Two Dollars ($107,692.00), the ATN
Shareholders agreed to reduce the consideration for their Four
Hundred Thousand (400,000) shares of the outstanding capital stock
of ATN to Two Million (2,000,000) shares of the Company's common
stock only. This modification was made to reflect the proper
valuation of ATN's stock;
o The expected closing date for the Share Exchange Agreement of
December 31, 2005 was removed; and
Upon the closing of the transaction, the ATN Shareholders will became
holders of approximately Twenty-Three and Seventy-Two 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 Amendment No. 1 to 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 Amendment No. 1 to Share Exchange Agreement, dated January 18,
2006, 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 January 23, 2006.
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 Amendment No. 1 to Share Exchange Agreement, dated January 18, 2006, among Lexicon United
Incorporated, ATN Capital & Participacoes Ltda., Omar Malheiro Silva Araujo and Manuel da
Costa Fraguas.
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