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): June 15, 2007
WILDON PRODUCTIONS INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-133936 68-0634458
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
702-3071 Glen Drive
Coquitlam, B.C.
V3B 7R1
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (604) 725-5214
(Former name or former address, if changed since last report)
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))
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Section 1 REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into Material Definitive Agreement
On June 15, 2007, Wildon Productions Inc., a Nevada corporation (the "Company"),
Visual Management Systems Holding, Inc., a New Jersey corporation ("VMS") and
VMS Acquisition Corp., a New Jersey corporation ("Acquisition Corp.") and a
wholly-owned subsidiary of the Company, entered into an Agreement of Merger and
Plan of Reorganization (the "Merger Agreement") pursuant to which Acquisition
Corp. will be merged with and into VMS, with VMS surviving as a wholly-owned
subsidiary of the Company (the "Merger"). The Company will acquire all of the
outstanding capital stock of VMS in exchange for issuing shares of the Company's
common stock, par value $0.001 per share (the "Common Stock") to VMS'
stockholders at a ratio of 0.50 shares of Common Stock for each share of VMS
common stock outstanding at the effective time of the Merger. As a result, VMS'
former stockholders will become the majority stockholders of the Company. The
Company intends to change its corporate name to Visual Management Systems, Inc.
and effect a 1-for7 reverse split of its Common Stock upon or prior to the
effectiveness of the Merger.
As a condition to the closing of the Merger, the Merger Agreement requires that
concurrently with the closing of the Merger (the "Closing Date"), the Company
sell to subscribers a minimum of $2.5 million and maximum of $5.0 million of
units (the "Units") pursuant to a Confidential Private Placement Memorandum
dated March 30, 2007, as amended or supplemented from time to time, each Unit
consisting of one share of Series A Preferred Stock and a warrant ("Warrant") to
purchase Common Stock (the "Offering"). Each share of Series A Preferred Stock
is convertible into 1,000 shares of Common Stock at a conversation price of
$2.50 per share and each Warrant will entitle the holder to purchase 1,000
shares of Common Stock at an exercise price of $3.50 per share.
Upon closing of the Offering and the Merger, VMS will become a wholly-owned
subsidiary of the Company. The former stockholders of VMS will own approximately
59.2% to 67.6% of the issued and outstanding Common Stock of the Company
depending upon the number of Units purchased in the Offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibits
10.1 Agreement of Merger and Plan of Reorganization among Wildon Productions
Inc., VMS Acquisition Corp. and Visual Management Systems Holding, Inc.
The Schedules and Exhibits to the Agreement of Merger and Plan of Reorganization
are not presented herein or filed herewith. Copies of the Schedules and Exhibits
will be provided to the Securities and Exchange Commission upon request.
2
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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.
Wildon Productions Inc.
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(Registrant)
By: /s/ Ekaterina Popoff
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Ekaterina Popoff
President and Chief Executive Officer
Dated: June 18, 2007
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