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): May 30, 2008
CANEUM, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-30874 33-0916900
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3101 West Coast Highway, Suite 400, Newport Beach, CA 92663
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 273-4000
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01 Entry into a Material Definitive Agreement
Pursuant to the terms of the original Stock Purchase Agreement with Tier
One Consulting dated March 28, 2006 and subsequent amendments dated
November 2, 2006 and March 26, 2007, on May 30, 2008, Caneum entered into a
final Settlement Agreement dated May 2, 2008 (the "Settlement Agreement"),
which, in part, provides for installment payments by Caneum of
the second installment amount owed to Messrs Willner and Morris. The total
amount due for the second installment payment is $687,500, which the Company
has agreed to pay in installments of $20,000 per month beginning May 15,
2008, and on the 15th day of each month thereafter. The Company has made this
first installment payment under the Settlement Agreement. Management
anticipates that as a result of this settlement, approximately $447,500 of the
Company's short term debt will be recharacterized as long term debt.
The Company elected not to renew the employment agreements of Messrs
Willner and Morris which expired on March 28, 2008. However, Messrs Willner
and Morris will continue to work in a consulting relationship with the
Company going forward and the Company has retained all of the essential other
personnel of Tier One. All unvested options held by Messrs Willner and
Morris have been cancelled pursuant to the terms of the Settlement Agreement.
The Settlement Agreement also provides for certain affirmative and negative
covenants agreed to by Messrs Willner and Morris. Management believes this
settlement will have a positive effect on the operations of the Company and
that the new structure is best suited to accomplish the collective business
goals of the Company and Messrs Willner and Morris and will save the Company
approximately $40,000 per month in salary and benefits previously provided to
Messrs Willner and Morris.
A copy of the Settlement Agreement is attached hereto as an exhibit and
the discussion of the Settlement Agreement set forth herein is qualified in
its entirety by reference to the exhibit.
Forward Looking Statements
The statements contained in this report that are not historical facts
are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking
statements include the information concerning our possible or assumed future
results of operations, business strategies, need for financing, competitive
position, potential growth opportunities, potential operating performance
improvements, ability to retain and recruit personnel, the effects of
competition and the effects of future legislation or regulations.
Forward-looking statements include all statements that are not historical
facts and can be identified by the use of forward-looking terminology such as
the words "believes," "intends," "may," "will," "should," "anticipates,"
"expects," "could," "plans," or comparable terminology or by discussions of
strategy or trends. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we cannot give any assurances
that these expectations will prove to be correct. Such statements by their
nature involve risks and uncertainties that could significantly affect
expected results, and actual future results could differ materially from
those described in such forward-looking statements.
Among the factors that could cause actual future results to differ
materially are the risks and uncertainties discussed in this report. While
it is not possible to identify all factors, we continue to face many risks
and uncertainties including, but not limited to, changes in the information
technology industry; changes in out-sourcing and off-shore operations; a
general economic downturn; a further downturn in the securities markets; our
early phase of operations; reliance on foreign suppliers and contractors; the
inability to locate suitable acquisition targets; the outcome of existing
litigation; and other risks and uncertainties. Should one or more of these
risks materialize (or the consequences of such a development worsen), or
should the underlying assumptions prove incorrect, actual results could
differ materially from those expected. We disclaim any intention or
obligation to update publicly or revise such statements whether as a result
of new information, future events or otherwise.
There may also be other risks and uncertainties that we are unable to
identify and/or predict at this time or that we do not now expect to have a
material adverse impact on our business.
Item 9.01 Exhibits
The following exhibit is included with this report:
Exhibit No. Description
10.1 Settlement Agreement dated May 2, 2008, with Michael A.
Willner and Robert J. Morris
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.
Caneum, Inc.
Date: June 5, 2008 By /s/ Suki Mudan
Suki Mudan, President