UNITED STATES
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): February 19, 2004
TECHNOLOGY CONNECTIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
North Carolina
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(State or Other Jurisdiction of Incorporation)
333-86000
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(Commission File Number)
56-2253025
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(I.R.S. Employer Identification No.)
301C Verbena Street
Charlotte, North Carolina 28217
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(Address of Principal Executive Offices) (Zip Code)
(704) 400-9042
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Technology Connections, Inc., a
North Carolina corporation (the "Registrant"), in connection with the matters
described herein.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 19, 2004, the Registrant, HouseRaising, Inc., a Delaware
corporation ("HouseRaising"),and the shareholders of HouseRaising (the
"HouseRaising Stockholders"), executed an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which HouseRaising will merge with and into the
Registrant, with the HouseRaising Stockholders receiving in the aggregate
26,980,000 shares of common stock and 1,000,000 shares of Class A Convertible
Preferred Stock of the Registrant in exchange for their shares of HouseRaising.
In addition, pursuant to the Merger Agreement, the Registrant has agreed to
change its corporate name from "Technology Connections, Inc." to "HouseRaising,
Inc." prior to the closing.
The shares of Class A Convertible Preferred Stock issued in the Merger are
convertible into ten (10) shares of fully paid and non-assessable shares of
common stock five (5) years after the date of issuance, and they have a class
vote to approve or disapprove any merger, sale of assets, combination or
reorganization involving the Registrant, or other fundamental corporate
transaction involving the Registrant. In addition, each share of Class A
Convertible Preferred Stock issued in the Merger is entitled to ten (10) votes
per share on all matters on which the common stock votes on upon issuance. The
Board of Directors of the Registrant had agreed to take action to designate the
Class A Convertible Preferred Stock under North Carolina law between the signing
and closing of the Merger. An executed copy of the Merger Agreement, together
with Exhibit A thereto containing the Class A Convertible Preferred Stock
designation, are attached as Exhibits 10(a) and 10(b) hereto.
The Closing under the Merger Agreement will occur on the second day after
the satisfaction or waiver of all conditions precedent to the obligations of the
parties to consummate the transactions contemplated by the Merger Agreement. The
Merger is conditioned on, among other things, the Registrant and HouseRaising
obtaining the written consent of a majority of their shareholders to approve the
transactions contemplated by the Merger Agreement. The Board of Directors and a
majority of the Shareholders of each of the Registrant and HouseRaising have
executed such consents and thereby approved the Merger Agreement and the Merger.
In addition to filing this Current Report on Form 8-K, the Registrant
contemplates filing with the Commission, prior to the Closing, an Information
Statement on Schedule 14C, disclosing to its shareholders the details of the
Merger and the proposed filing with the Secretary of State of North Carolina of
a Certificate of Designation for the Class A Convertible Preferred Stock.
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.
TECHNOLOGY CONNECTIONS, INC.
By: /s/ Kevin Kyzer
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Kevin Kyzer
President
Date: February 20, 2004
EXHIBIT INDEX
Exhibit
Number Description
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10(a) Agreement and Plan of Merger, dated February 19, 2004
10(b) Designation of Class A Convertible Preferred Stock