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 31, 2006
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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)
Page 1 of 4
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 31, 2006, the Registrant entered into an agreement with Dialog
Marketing Services, Inc. a subsidiary of Redi-Direct Marketing, Inc. a privately
held information services company. The agreement provides for the sale of
substantially all of Registrant's operating assets for a cash purchase price of
$1,900,000. Registrant would retain its financial assets, including its
receivables, and would be relieved of the liability for its office leases. The
agreement provides a breakup fee of $150,000 to be paid by the Registrant if the
sale is not consummated for any reason. Prior to the execution of the agreement,
there was no material relationship between either party and the other or the
other's affiliates.
Under Delaware law, this transaction must be submitted to the shareholders
for their approval. The Directors have fixed September 11, 2006 as the record
date for a special meeting and preliminarily set September 28th, 2006 as the
date of the meeting.
Section 8 - Other Events
Item 8.01 Other Events.
In addition, Dialog Marketing Services has lent the Registrant $200,000.
The note bears interest at the annual rate of eight percent and, after December
1, 2006, is payable on demand. The debt is secured by the pledge of the
Company's assets, including its databases.
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.
Not Applicable
(c) Exhibits:
Exhibit Number Description of Exhibit
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2.4 Asset Purchase Agreement dated August 31, 2006 between
the Company and certain of its subsidiaries and Dialog
Marketing Services, Inc.
2.5 First Amendment to Asset Purchase Agreement dated
August 31, 2006 between the Company and certain of its
subsidiaries and Dialog Marketing Services, Inc.
Page 2 of 4
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: September 5, 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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2.4 E - 1 Asset Purchase Agreement dated August 31, 2006 between
the Company and certain of its subsidiaries and
Dialog Marketing Services, Inc.
2.5 E - 25 First Amendment to Asset Purchase Agreement dated
August 31, 2006 between the Company and certain of its
subsidiaries and Dialog Marketing Services, Inc.
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