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 and Exchange Act of 1934
Date of Report (date of earliest event reported): March 13, 2008
clickNsettle.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0-21419
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23-2753988
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
(Address of principal executive office)
Registrant’s telephone number, including area code:
(305) 573-4112
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 19, 2007, clickNsettle.com, Inc. (the “Company”) entered into a Stock Purchase
Agreement, as amended January 31, 2008 (the “Purchase Agreement”), with the purchasers identified
on Exhibit A to the Purchase Agreement, a small group of investors led by Dr. Phillip Frost (the
“Purchasers”). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the
Purchasers an aggregate number of shares equal to 51% of the post-reverse stock split outstanding
shares of the common stock of the Company on a fully diluted basis for a purchase price equal to
approximately the net cash and cash equivalents of the Company on the closing date of the
transaction after deducting any and all liabilities existing as of the closing date of the
transaction, including the costs and expenses of the transaction.
The Purchase Agreement required the Company to seek stockholder approval to (i) conduct a
one-for-ten reverse stock split and (ii) amend its Certificate of Incorporation to increase the
aggregate number of shares of all classes of capital stock that the Company may issue from
305,000,000 to 800,000,000, consisting of 750,000,000 shares of common stock, par value $0.001 per
share, and 50,000,000 shares of preferred stock, par value $0.001 per share. The Board of Directors
of the Company approved the foregoing actions on December 19, 2007 and stockholders owning a
majority of the Company’s shares approved the foregoing actions on January 25, 2008.
On March 13, 2008, the one-for-ten reverse stock split was effected and the increase in the
number of authorized shares became effective upon the filing of the Company’s Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State. As a result of the reverse stock
split, as of March 13, 2008, the trading symbol on the OTCBB for the Company’s post-reverse stock
split common stock, par value $0.001 per share (the “New Common Stock”), changed to “CKST” and the
CUSIP number for the New Common Stock changed to 18682E304. Stockholders of record on March 13,
2008 will receive a transmittal letter from the Company’s transfer agent indicating how they can
exchange their current pre-reverse stock split share certificates for new post-reverse stock split
share certificates.
The descriptions of the Purchase Agreement in this report are summaries that do not purport to
be complete and are qualified in their entirety by reference to the Purchase Agreement which is
filed as an exhibit hereto and incorporated herein by this reference.
Item 3.02. Unregistered Sales of Equity Securities
The information disclosed under Item 1.01 of this report is incorporated by reference into
this Item 3.02.
On September 26, 2007, the Company sold 44,921,052 shares of its pre-reverse stock split
common stock, par value $0.001 per share (the “Old Shares”), to investors led by Glenn L. Halpryn
of Miami, Florida, and Steven Jerry Glauser of Denver, Colorado (the “Investors”) for an aggregate
offering price of $1,567,000.
On March 18, 2008, pursuant to the Purchase Agreement, the Company sold 5,762,448 shares of
New Common Stock (the “New Shares”) to the Purchasers for an aggregate offering price of
$1,338,100. At the time of their sale, the New Shares represented 51% of the outstanding shares
of New Common Stock on a fully diluted basis.
There were no underwriting discounts or commissions for either sale.
Both the Old Shares and the New Shares were issued pursuant to the private placement exemption
provided by Section 4(2) of the Securities Act of 1933 (the “1933 Act”). The Old Shares and the New
Shares are deemed to be “restricted securities” as defined in Rule 144 under the 1933 Act and the
certificates evidencing the Old Shares and the New Shares bear a legend stating the restrictions on
resale. Each purchaser of these restricted securities is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D of the 1933 Act.
The Company has not made any other unregistered sales of equity securities during the past
three years.
2
Item 5.01. Change in Control of Registrant.
(a) The information disclosed under Items 1.01 and 3.02 of this report is incorporated by
reference into this Item 5.01.
On March 18, 2008, pursuant to the terms of the Purchase Agreement, the Purchasers, a small
group of investors headed by Dr. Phillip Frost, acquired control of the Company from the Investors
when they acquired the New Shares, which at the time of their sale represented 51% of the
outstanding shares of New Common Stock on a fully diluted basis. The purchase price paid by the
Purchasers for the New Shares was $1,338,100. The source of the purchase price was the personal
funds of the Purchasers and the working capital of the Frost Gamma Investments Trust.
Form 10 Information
Item 1. Business.
The information required by Item 1 of Form 10 was previously reported by the Company in its
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007.
The Company intends to effect a merger, acquisition or other business combination with an
operating company, but such operating company has not been identified. Although the Company
believes that it will be successful in consummating a business combination with an operating
company, there can be no assurances that the Company will enter into such a transaction in the near
future or on terms favorable to the Company.
Item 2. Financial Information.
The information required by Item 2 of Form 10 was previously reported by the Company in its
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007 and its Quarterly Reports on
Form 10-QSB for the quarters ended September 30, 2007 and December 31, 2007.
Item 3. Properties.
The Company currently maintains, at no cost to the Company, its executive offices in
approximately 600 square feet of office space located at 4400 Biscayne Boulevard, Suite 950, Miami,
Florida 33137. The office space is leased from Frost Real Estate Holdings, LLC, a company
controlled by Dr. Phillip Frost, by companies that are affiliated with Glenn L. Halpryn. Neither
Mr. Halpryn nor his affiliated companies charge the Company for the use of this office space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table contains information regarding record ownership of the Company’s New
Common Stock as of March 18, 2008 held by:
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persons who own beneficially more than 5% of the outstanding voting securities of the
Company;
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•
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the directors of the Company;
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•
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the current and former executive officers during 2007 of the Company; and
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•
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all directors and officers of the Company as a group.
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3
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Percentage of
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Number of Outstanding
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Outstanding Shares of
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Name and Title of Beneficial Owner
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Shares Beneficially Owned
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Common Stock
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Glenn L. Halpryn, Chairman, Chief Executive Officer and
President
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
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531,948
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4.7
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%
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Noah M. Silver, Vice President, Secretary, Treasurer and
Director
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
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167,961
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1.5
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%
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Alan Jay Weisberg, Chief Financial and Accounting Officer
and Director
2500 North Military Trail
Suite 206
Boca Raton, Florida 33431
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50,241
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*
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Curtis Lockshin, Director
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
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9,096
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*
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Roy Israel, Former Principal Executive Officer
c/o National Arbitration and Mediation
990 Stewart Avenue, First Floor
Garden City, New York 11530
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—
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—
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Patricia Giuliani-Rheaume, Former Principal Financial Officer
c/o National Arbitration and Mediation
990 Stewart Avenue, First Floor
Garden City, New York 11530
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All executive officers and present directors
as a group
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759,246
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6.7
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%
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5% Stockholders:
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Frost Gamma Investments Trust
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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4,611,457
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40.9
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%
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Dr. Phillip Frost
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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4,611,457
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(1)
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40.9
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%
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Dr. Jane Hsiao
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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1,037,241
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9.2
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%
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Steven Jerry Glauser Revocable Trust
1400 16th Street
Suite 510
Denver, Colorado 80202
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673,587
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6.0
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%
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Steven Jerry Glauser
1400 16th Street
Suite 510
Denver, Colorado 80202
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673,587
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(2)
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6.0
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%
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4
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less than 1%.
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(1)
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Includes 4,611,457 shares of Common Stock held by Frost Gamma Investments Trust. Dr. Phillip
Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary
of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma
Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma,
Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is
also the sole shareholder of Frost-Nevada Corporation.
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(2)
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Includes 673,587 shares of common stock held by the Steven Jerry Glauser Revocable Trust.
Mr. Glauser is the trustee and beneficiary of the Steven Jerry Glauser Revocable Trust.
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The Company is not aware of any arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date result in a change in
control of the Company
Item 5. Directors and Officers.
The information required by Item 5 of Form 10 was previously reported by the Company in its
Information Statement pursuant to Section 14(f) of the Exchange Act filed with the Securities and
Exchange Commission (the “Commission”) on October 2, 2007, as amended. The current age of Alan Jay
Weisberg is 62.
Item 6. Executive Compensation.
The information required by Item 6 of Form 10, with regards to the Company’s last two
completed fiscal years, was previously reported by the Company in its Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2007.
The Company does not currently anticipate that any executive officer will be compensated for
his services in such executive capacity.
Item 7. Certain Relationships and Related Transactions.
The information required by Item 7 of Form 10 is incorporated by reference to the information
disclosed under Item 5.01 of this Current Report on Form 8-K (exclusive of the Form 10 information
disclosed under Item 5.01). There is no agreement among the Purchasers to act together for the
purpose of acquiring, holding, voting or disposing of the equity securities of the Company.
Item 8. Legal Proceedings.
The Company is not a party to any legal proceedings.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
Matters.
The Company’s common stock is traded on the Over-the-Counter Bulletin Board under the symbol
“CKST”.
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The following table sets forth, for the periods indicated, the range of high and low closing
bid prices, as reported by the National Quotations Bureau and the Over-The-Counter Bulletin Board.
Quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.*
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Fiscal Year 2008
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Fiscal Year 2007
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Fiscal Year 2006
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High
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Low
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High
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Low
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High
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Low
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First Quarter
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$
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4.40
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$
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0.80
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$
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0.90
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$
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0.60
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$
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1.50
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$
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1.30
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Second Quarter
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$
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6.20
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$
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3.00
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$
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1.00
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$
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0.70
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$
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1.50
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$
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0.80
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Third Quarter
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—
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—
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$
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2.20
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$
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0.60
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$
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1.00
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$
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0.70
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Fourth Quarter
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—
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—
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$
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1.20
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$
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0.70
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$
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0.90
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$
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0.70
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*
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The Company effectuated a one-for-ten reverse stock split effective as of March 13, 2008.
The prices set forth above have been adjusted for this reverse stock split.
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As
of March 13, 2008, there were approximately 500 beneficial holders of the Company’s common
stock.
The Company has not paid any cash dividends on its stock and does not anticipate paying any
such cash dividends in the foreseeable future.
Item 10. Recent Sales of Unregistered Securities.
The information required by Item 10 of Form 10 is incorporated by reference to the information
disclosed under Item 3.02 of this Current Report on Form 8-K.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by Item 11 of Form 10 was previously reported by the Company in its
Registration Statement on Form SB-2 filed with the Commission on August 2, 1996, as amended. On
December 22, 2003, the Company effectuated a six-for-one forward stock split of its common stock
and on March 13, 2008, the Company effectuated a one-for-ten reverse stock split of its common
stock.
Item 12. Indemnification of Directors and Officers.
The information required by Item 12 of Form 10 was previously reported by the Company in its
Registration Statement on Form SB-2 filed with the Commission on August 2, 1996, as amended.
Item 13. Financial Statement and Supplementary Data.
The information required by Item 13 of Form 10 was previously reported by the Company in its
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007 and its Quarterly Reports on
Form 10-QSB for the quarters ended September 30, 2007 and December 31, 2007.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
The information required by Item 14 of Form 10 was previously reported by the Company in its
Current Report on Form 8-K filed with the Commission on October 9, 2007.
(b) The Company is not aware of any arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date result in a change in
control of the Company.
6
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation
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3.2
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Amended and Restated By-laws of the Company (incorporated
herein by reference to Exhibit 3.1 to the Current Report on
Form 8-K filed by the Issuer on February 1, 2008).
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10.1
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Amended and Restated 1996 Stock Option Plan (incorporated
herein by reference to Exhibit 10.1 to the Annual Report on
Form 10-KSB filed by the Issuer on September 28, 1998).
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10.2
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Stock Purchase Agreement, dated December 19, 2007, by and
among clickNsettle.com, Inc., Frost Gamma Investments Trust,
Dr. Jane Hsiao, Steven D. Rubin and Subbarao Uppaluri
(incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by the Issuer on December 21,
2007).
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10.3
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First Amendment to Stock Purchase Agreement, dated January 31,
2008, by and among clickNsettle.com, Inc., Frost Gamma
Investments Trust, Dr. Jane Hsiao, Steven D. Rubin and
Subbarao Uppaluri (incorporated herein by reference to Exhibit
10.2 to the Current Report on Form 8-K filed by the Issuer on
February 1, 2008).
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99.1
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Press release dated March 18, 2008
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7
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.
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clickNsettle.com, Inc.
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Date: March 18, 2008
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By:
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/s/ Glenn L. Halpryn
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Name:
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Glenn L. Halpryn
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Title:
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Chief Executive Officer and President
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8
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation
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3.2
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Amended and Restated By-laws of the Company (incorporated
herein by reference to Exhibit 3.1 to the Current Report
on Form 8-K filed by the Issuer on February 1, 2008).
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10.1
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Amended and Restated 1996 Stock Option Plan (incorporated
herein by reference to Exhibit 10.1 to the Annual Report
on Form 10-KSB filed by the Issuer on September 28,
1998).
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10.2
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Stock Purchase Agreement, dated December 19, 2007, by and
among clickNsettle.com, Inc., Frost Gamma Investments
Trust, Dr. Jane Hsiao, Steven D. Rubin and Subbarao
Uppaluri (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by the
Issuer on December 21, 2007).
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10.3
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First Amendment to Stock Purchase Agreement, dated
January 31, 2008, by and among clickNsettle.com, Inc.,
Frost Gamma Investments Trust, Dr. Jane Hsiao, Steven D.
Rubin and Subbarao Uppaluri (incorporated herein by
reference to Exhibit 10.2 to the Current Report on Form
8-K filed by the Issuer on February 1, 2008).
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99.1
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Press release dated March 18, 2008
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Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLICKNSETTLE.COM, INC.
clickNsettle.com, Inc., a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows:
1. The name of the corporation is clickNsettle.com, Inc. The date of the filing of its
original certificate of incorporation with the Secretary of State was January 12, 1994 under the
name of NAM Corporation.
2. This Amended and Restated Certificate of Incorporation restates the Certificate of
Incorporation and amends the Certificate of Incorporation by (i) increasing the number of
authorized shares of the capital stock of the corporation, (ii) effecting a one for ten reverse
stock split of the outstanding shares of capital stock of the corporation and (iii) removing an
extraneous provision and a provision that allows the corporation to restrict stockholder inspection
rights.
3. The text of the Certificate of Incorporation is hereby amended and restated to read in full
as follows:
FIRST: The name of the Corporation is clickNsettle.com, Inc.
SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name of the registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business and the objects and purposes proposed to be transacted,
promoted and carried on are to do any or all things herein mentioned, as fully and to the
same extent as natural persons might or could do, and in any part of the world, viz:
The purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of Delaware.
FOURTH: The aggregate number of shares of all classes of capital stock which the Corporation
shall have authority to issue is 800,000,000, of which 50,000,000 shall be preferred stock,
par value $0.001 per share, and 750,000,000 shall be common stock, par value $0.001 per
share.
A. Preferred Stock
1. The preferred stock of the Corporation may be issued from time to time in
one or more series of any number of shares, provided that the aggregate number of shares issued and not cancelled in any and all such series shall not exceed the
total number of shares of preferred stock hereinabove authorized.
2. Subject to the provisions hereof and the limitations prescribed by law or
any regulation of any national securities exchange, the Board of Directors is
expressly authorized by adopting resolutions to issue the shares, fix the number of
shares, and change the number of shares constituting any series of preferred stock
of the Corporation, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights,
dividend rates, rights and terms of redemption (including sinking fund provisions),
redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
series of preferred stock of the Corporation, without any further action or vote by
the stockholders.
B. Common Stock. The holders of record of the common stock of the Corporation (the
“Common Stock”) shall be entitled to the following rights:
1. to vote at all meetings of stockholders of the Corporation, and such holders
shall have one vote at all such meetings in respect of each share of Common Stock
held of record by them;
2. subject to the prior rights of the holders of all classes or series of
capital stock of the Corporation at the time outstanding having prior rights as to
dividends, to receive when, if and as declared by the Board of Directors out of the
assets of the Corporation legally available therefor, such dividends as may be
declared by the Corporation from time to time to holders of Common Stock; and
3. subject to the prior rights of the holders of all classes or series of
capital stock of the Corporation at the time outstanding having prior rights as to
distribution of assets upon liquidation, dissolution or winding-up, to receive the
remaining assets of the Corporation upon liquidation, dissolution or winding-up.
C. Reverse Stock Split. Upon the filing in the office of the Secretary of State of
Delaware of a Certificate of Amendment whereby this Article Fourth is being amended
to add this paragraph, each previously outstanding share of Common Stock, par value
$0.001 per share, of the Corporation shall thereby and thereupon be reclassified
into 0.10 of a validly issued, fully paid and nonassessable share of common stock,
par value $0.001 per share, of the Corporation.
FIFTH: The Directors shall have power to make and to alter or amend the By-Laws; to fix the
amount to be reserved as working capital, and to authorize and cause to be executed,
mortgages and liens without limit as to the amount, upon the property and franchise of this
Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority of the
capital stock issued and outstanding, the Directors shall have authority to dispose, in any
manner, of the whole property of this Corporation.
The stockholders and directors shall have power to hold their meetings and keep the
books, documents and papers of the Corporation outside of the State of Delaware, at such
places as may be, from time to time, designated by the By-Laws or by resolution of the
stockholders or directors, except as otherwise required by the laws of Delaware.
SIXTH: No person shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however, that the
foregoing shall not eliminate or limit the liability of a director (1) for any breach of the
director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the General Corporation Law of the State of Delaware or (4) for any
transaction from which the director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended hereafter to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended. Any amendment,
repeal or modification of this Article Sixth shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect to any act or
omission occurring prior to such amendment, repeal or modification.
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Each person who is or was a director or officer of the Corporation, and each such
person who is or was serving at the request of the Corporation as a director or officer of
another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect
to employee benefit plans maintained or sponsored by the Corporation (including the heirs,
executors, administrators and estate of such person) shall be indemnified and advanced
expenses by the Corporation to the fullest extent permitted from time to time by the General
Corporation Law of the State of Delaware or any other applicable laws as presently or
hereafter in effect. The Corporation may, to the extent authorized in the By-Laws of the
Corporation or from time to time by the Board of Directors, grant rights to indemnification
and to the advancement of expenses to any employee or agent of the Corporation or any other
person to the fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
Without limiting the generality or the effect of the foregoing, the Corporation may enter
into one or more agreements with any person which provide for indemnification greater or
different than that provided in this Article Sixth. Any amendment, repeal or modification of
this Article Sixth shall not adversely affect any right or protection existing hereunder or
pursuant hereto immediately prior to such amendment, repeal, or modification.
4. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of
Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware
and by the written consent of the stockholders in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written
notice of the adoption of this Amended and Restated Certificate of Incorporation has been given as
provided by Section 228 of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
[Signatures follow on next page]
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IN WITNESS WHEREOF, clickNsettle.com, Inc. has caused this Certificate to be signed by Glenn
L. Halpryn, its President, and Noah M. Silver, its Secretary this 10th day of March, 2008.
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clickNsettle.com, Inc.
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By:
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/s/ Glenn L. Halpryn
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Glenn L. Halpryn,
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Chief Executive Officer and President
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Attest:
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By:
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/s/ Noah M. Silver
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Noah M. Silver,
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Secretary
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