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): August 31, 2004
HOUSERAISING, 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)
000-50701
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(Commission File Number)
56-2253025
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(I.R.S. Employer Identification No.)
4801 East Independence Boulevard, Suite 201
Charlotte, North Carolina 28212
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(Address of Principal Executive Offices) (Zip Code)
(704) 532-2121
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(Registrant's Telephone Number, Including Area Code)
TECHNOLOGY CONNECTIONS, INC.
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(Former Name or Former Address, if Changed since Last Report)
This Current Report on Form 8-K is filed by HouseRaising, Inc., a North
Carolina corporation (the "Registrant"), in connection with the matters
described herein.
Section 2.01 Completion of Acquisition or Disposition of Assets
On February 19, 2004, HouseRaising, Inc., a Delaware corporation
("HouseRaising"), Technology Connections, Inc., a North Carolina corporation
("Technology Connections"), and the shareholders of HouseRaising (the
"HouseRaising Stockholders"), executed an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which HouseRaising agreed to merge with and
into the Technology Connections, (the "Merger") with the HouseRaising
Stockholders receiving in the aggregate 27,288,732 shares of common stock and
1,000,000 shares of Class A Convertible Preferred Stock of Technology
Connections in exchange for their shares of HouseRaising. In addition, pursuant
to the Merger Agreement, Technology Connections agreed to change its corporate
name from "Technology Connections, Inc." to "HouseRaising, Inc." prior to the
closing. An executed copy of the Merger Agreement, together with Exhibit A
thereto, is attached as Exhibit 10.1 hereto.
The shares of Class A Convertible Preferred Stock to be 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 HouseRaising, or other fundamental corporate
transaction involving HouseRaising. 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.
In connection with the Merger, Technology Connections filed a preliminary
Information Statement on Schedule 14C with the Commission, and, after a period
of review and comments, filed with the Commission and mailed to its shareholders
a definitive Information Statement on Schedule 14C, which disclosed the details
of the Merger to its shareholders.
On August 30, 2004, a Special Shareholders Meeting was held at which a majority
of the shareholders of Technology Connections voted in favor of: (i) a
resolution to amend the Articles of Incorporation of Technology Connections in
order to change its name from "Technology Connections, Inc." to "HouseRaising,
Inc."; (ii) a resolution to approve the Merger, pursuant to which HouseRaising
was merged with and into Technology Connections, with Technology Connections
being the surviving corporation in the Merger, and 27,288,732 shares of Common
Stock of Technology Connections and 1,000,000 shares of Class A Voting
Convertible Preferred Stock of Technology Connections were issued in exchange
for all of issued and outstanding shares of HouseRaising; and (iii) a resolution
to elect a new Board of Directors consisting of Robert V. McLemore, Robert M.
Burroughs, Ludwik F. Zon, Grant S. Neerings, Kristy M. Carriker, Thomas E.
Schubert, James S. O'Connor and Kevin Kyzer. Subsequent to his election, Mr.
Zon resigned from the Board of Directors and the vacancy that his resignation
created was filled with Charles M. Skibo by majority vote of the Board.
On August 31, 2004, the Merger was consummated when Articles of Merger were
filed by the parties with the Secretary of State of the State of North Carolina.
This Current Report on Form 8-K will be amended by the Registrant not later than
71 calendar days from the date hereof pursuant to Item 9.01 of Form 8-K in order
to include the Financial Statements and Exhibits required by such item.
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.
HOUSERAISING, INC.
By: /s/ Robert V. McLemore
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Robert V. McLemore
President
Date: September 7, 2004
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Agreement and Plan of Merger, dated February 19, 2004