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):
November 25, 2015
SOLAR3D, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36868
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01-0592299
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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IRS Employer
Identification No.)
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1010 Winding Creek Road, Suite 100
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Roseville, CA
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95678
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(Address of Principal Executive Offices)
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(Zip Code)
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(805) 690-9000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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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
Item 2.01
Completion of Acquisition or Disposition of Assets
On November 30, 2015, Solar3D, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Agreement and Plan of Merger with Plan B Enterprises, Inc., a California corporation and d/b/a Universal Racking Solutions and as Elite Solar (“Plan B”), Kirk R. Short (“Short”) and Elite Solar Acquisition Sub., Inc., a wholly owned subsidiary of the Company (the “Surviving Corporation”) in connection with the acquisition of Plan B (the “Acquisition”), which acquisition was previously
disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2015. Plan B is engaged in the business of designing and installing photovoltaic systems for residential, commercial, agricultural and municipal customers.
Pursuant to the terms of the Amendment, the consideration for the Acquisition was amended to change the consideration to be delivered at the Closing (defined below) from shares of common stock of the Company (“Common Stock”) to shares of Series B Preferred Stock of the Company and to provide for an aggregate consideration of $7,000,000 in lieu of $7,150,000.
The closing of the Acquisition was completed on December 1, 2015 (the “Closing”).
At the Closing, the Company paid cash consideration of $2,500,000 and issued 1,506,024 shares of its newly designated Series B Preferred Stock valued by reference to the average closing price of the Company’s common stock for the five trading days prior to the Closing, for a total consideration of $7,000,000.
At the Closing, the Surviving Corporation entered into employment agreements with
Short, Dan Murray, Daniel Ritzert and Michelle Olson, former employees of Plan B. In addition, effective as of the Closing, the following individuals were appointed to the Board of Directors of the Surviving Corporation: James B. Nelson, Short and Tracy M. Welch.
In connection with the Amendment, the board of directors of the Company (the “Board of Directors”) approved a Certificate of Designation with respect to the authorization and issuance of up to 1,700,000 Series B Preferred Stock of the Company (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on November 25, 2015 and sets forth the rights, preferences, privileges and restrictions of the Series B Preferred Stock.
Pursuant to the Certificate of Designation and subject to the rights of any other series of preferred stock to be established by the Board of Director, holders of Series B Preferred Stock (the “Holders”) will have liquidation preference over the holders of the Company’s Common Stock in any distribution upon winding up, dissolution, or liquidation.
Holders will also be entitled to receive dividends, if, when and as declared by the Board of Director, which dividends shall be payable in preference and priority to any payment of any dividend to holders of Common Stock.
Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of Common Stock, and will also entitled to vote together with the holders Common Stock on all matters submitted to shareholders at a rate of one (1) vote for each share of Series B Preferred Stock. In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock.
On December 1, 2015, the Company issued a press release with respect to the Closing of the Acquisition, a copy of which is attached hereto as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Items 1.01 of this current report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Items 1.01of this current report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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 thereunto duly authorized.
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SOLAR3D, INC.
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Date: December 2, 2015
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By:
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/s/ James B. Nelson
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Name: James B. Nelson
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Title: Chief Executive Officer
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Exhibit 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 (the “
Amendment
) dated as of November 30, 2015 is entered into among Plan B Enterprises, a California corporation and dba Universal Racking Solutions and as Elite Solar, which has a mailing address at 15 Pepsi Way, Durham, CA 95938 (collectively “Plan B” or “Seller”), Kirk R. Short (“Short”), Solar3D, Inc., a Delaware corporation (“Buyer” or “Company”), and Elite Solar Acquisition Sub, Inc., a California corporation (“Merger Sub”). Plan B, Short, Company and Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated as of August 6, 2015 among Plan B, Short, the Company and Merger Sub, as amended by an Amendment No. 1 dated October 30, 2015 (the “ Merger Agreement”; and
WHEREAS, the Parties hereto desire to amend the Merger Agreement to change the consideration to be delivered at the Closing, and to change the merger from a forward triangular merger to a reverse triangular merger.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
. Capitalized terms used and not defined in this Amendment shall have the respective meanings assigned to them in the Merger Agreement.
2.
Amendment
to
the
Merger
Agreement
. As of the Effective Date (defined below), the Merger Agreement is hereby amended and modified as follows:
(a)
The introductory paragraph of Section 1 is deleted and replaced with the following:
Upon Closing as described in Section 4 below, and subject to the terms and conditions of this Agreement, Plan B shall merge with Merger Sub, and an Agreement of Merger, in the form attached as Exhibit A, shall be filed with the California Secretary of State (the time of such filing is referred to hereafter as the “Effective Time”). From and after the Effective Time, the separate existence of Plan B shall cease and Merger Sub shall continue as the Surviving Corporation. At the Effective Time, the outstanding shares of Plan B shall be exchanged with Buyer for the Merger Consideration. The Merger shall have the effects set forth in Section 1107 of the California Corporations Code.
(b) Section 1.2 is amended to read in full as follows:
1.1
Me
rger Consideration
. The aggregate consideration to be paid by the Buyer to the Plan B Shareholders in exchange for their shares of Plan B as a result of the Merger (the “Merger Consideration”) shall be seven million dollars ($7,000,000.00) paid in the form of (i) cash in the amount of $2,500,000, and (ii) shares of the Buyer’s Series B Preferred Stock having the rights, preferences and privileges set forth in the attached Exhibit B (the “Buyer Preferred Stock”). The aggregate number of shares of Buyer Preferred Stock to be delivered to the Plan B Shareholders shall equal $4,500,000 divided by the lower of (a) $4.00, or (b), the Buyer’s average closing price, as reported by Nasdaq, for the five trading days prior to the Closing Date. With respect to the public resale of the Common Stock issuable upon conversion of the Buyer Preferred Stock, each Plan B Shareholder shall at all times be subject to the restrictions, conditions and requirements of Rule 144 of the Securities Act of 1933, as amended (the “Act”), and the restrictions on resale set forth in this Agreement.
(c) Exhibit A to the Merger Agreement, previously consisting of a Certificate of Merger, is hereby replaced with the Agreement of Merger in the form attached to this Amendment as Exhibit A.
(d) Wherever the context requires, references in the Agreement to the shares Buyer is receiving as part of the Merger Agreement shall be changed from Buyer Common Stock to Buyer Preferred Stock.
3.
Date
of
Effectiveness;
Limited
Effect
. This Amendment will be deemed effective as of the date first written above (the “
Effective Date”
). Except as expressly provided in this Amendment, all of the terms and provisions of the Merger Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendment contained herein will not be construed as an amendment to or waiver of any other provision of the Merger Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Merger Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Merger Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, that Merger Agreement will mean and be a reference to the Merger Agreement as amended by this Amendment.
4.
Miscellaneous
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(a)
This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(b)
The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(c)
This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(d)
This Amendment will be governed by the laws of California without giving effect to applicable conflict of law provisions. With respect to any litigation arising out of or relating to this Amendment, each party agrees that it will be filed in and heard by the state or federal courts with jurisdiction to hear such suits within the State of California.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
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Plan B:
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Plan B Enterprises, Inc.
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By:
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/s/ Kirk R. Short
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Kirk R. Short, President
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Plan B Shareholder:
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By:
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/s/ Kirk R. Short
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Kirk R. Short, Individually
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Company:
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Solar3D, Inc.,
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a Delaware corporation
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By:
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/s/ James B. Nelson
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James B. Nelson, Chief Executive Officer
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Merger Sub:
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Elite Solar Acquisition Sub, Inc.
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By:
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/s/ James B. Nelson
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James B. Nelson, Chairman of the Board
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Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:37 AM 11/25/2015
FILED 11:37 AM 11/25/2015
SR 20151080699 - File Number 3484724
CERTIFICATE OF DESIGNATION
OF
SERIES B PREFERRED STOCK
OF
SOLAR3D, INC.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY that the following resolutions establishing a new series of preferred stock were duly adopted by the Board of Directors (the “Board of Directors”) of Solar3D, Inc., a Delaware corporation (the “Corporation”), at a meeting duly convened and held, at which a quorum was present and acting throughout:
RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation by Article Fourth of the Corporation’s Certificate of Incorporation, as amended, the Board of Directors of this Corporation hereby establishes a series of the authorized preferred stock of this Corporation, $0.001 par value per share, which series will be designated as "Series B Preferred Stock," and which will consist of 1,700,000 shares and will have the following rights, preferences, privileges and restrictions (capitalized terms not defined herein shall have the meaning given to such terms in the Certificate of Incorporation, as amended, of this Corporation):
A.
Dividends
and
Distribution
s
. The holders of outstanding shares of the Series B Preferred Stock shall be entitled to receive dividends, if, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, at the rate of $0.01 per share per annum (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), payable in preference and priority to any payment of any dividend on the Common Stock and payable as the Board of Directors may from time to time determine. The right to such dividend on the Series B Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to the holders of the Series B Preferred Stock by reason of the Board's failure to declare and set apart dividends thereon for any given period as herein provided. If the Board of Directors shall elect to make further distribution of dividends after all dividends on the Series B Preferred Stock, as required by this Section 1 shall have been paid or declared and set apart for payment to holders of the Series B Preferred Stock, such dividends shall be made equally to all outstanding shares, preferred and common.
B.
Liquidation
Preferenc
e
.
(i) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, subject to the rights of any other series of Preferred Stock to be established by the Board of Directors of this Corporation (collectively, the "Senior Preferred Stock"), the holders of the Series B Preferred Stock shall be entitled to receive, after any distribution with respect to the Senior Preferred Stock and prior to and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, $0.0001 for each share (as adjusted for any stock split, stock division or consolidation) of Series B Preferred Stock then-outstanding.
(ii) Upon the completion of the distribution required by subparagraph (i) of this Section B, the remaining assets of this Corporation available for distribution to stockholders shall be distributed among the holders of Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series B Preferred Stock).
C.
Voting
. Each holder of outstanding Shares of Series B Preferred Stock shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each Share of Series B Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which each Share of Series B is convertible pursuant to Section E herein, as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Each holder of outstanding Shares of Series B Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation's bylaws.
D.
Protective Provisions
. So long as at least 100,000 shares of Series B Preferred Stock remain outstanding, without the consent of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, voting as a separate series, given in writing or by vote at a meeting of such called for such purpose, this Corporation will not:
(i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of this Corporation or this Certificate of Designations, each as amended, so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the holders of the Series B Preferred Stock; or
(v) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock.
E.
Conversio
n
.
(i)
Conversion at Election of Holder
. The shares of Series B Preferred Stock may be converted into shares of Common Stock as set forth herein, at the election of the holders at any time and from time to time
after the original issuance, at the option of each Holder thereof, into that number of shares of Common Stock set forth in Section E(ii). Holders shall effect conversions by providing the Corporation with notice in the form of conversion notice attached hereto as
Annex A
.
(ii)
Conversion
Rate
. Each share of Series B Preferred Stock shall be convertible into one share of Common Stock, subject to adjustment from time to time as provided in this Certificate of Designation. All references to the Conversion Rate herein mean the Conversion Rate as so adjusted.
(iii)
Subdivisions; Combinations
. In the event this Corporation should at any time prior to the conversion of the Series B Preferred Stock fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Rate shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the number of shares of Common Stock outstanding at any time prior to the conversion of the Series B Preferred Stock is decreased by a reverse split or combination of the outstanding shares of Common Stock, then, following the record date for such reverse split or combination, the Conversion Rate shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.
(iv)
Recapitalizations
. If at any time or from time to time after the effective date of this Certificate of Designations there is a recapitalization, reclassification, reorganization or similar event, then in any such event each holder of a share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, reorganization or other change by a holder of the number of shares of Common Stock into which such share of Series B Preferred Stock could have been converted immediately prior to such recapitalization, reclassification, reorganization, or other change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.
(v)
No Impairment
. This Corporation will not, by amendment of its Certificate of Incorporation or this Certificate of Designations (except in accordance with applicable law) or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section E by this Corporation, but will in good faith assist in the carrying out of all the provisions of this Section E and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series B Preferred Stock against impairment.
(vi)
Reservation
. This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, to effect conversions, such number of duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of the Series B Preferred Stock, this Corporation will take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Corporation's Certificate of Incorporation.
F.
Redemption
by
this
Corporation
.
The Series B Preferred Shares shall not be redeemable by this Corporation.
G.
Reacquired Shares
. Any shares of Series B Preferred Stock which will have been converted will be retired and cancelled promptly after the acquisition thereof. All such shares will upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.
RESOLVED, FURTHER, that the officers of this Corporation be, and each of them hereby is, authorized and empowered on behalf of this Corporation to execute, verify and file a certificate of designation in accordance with Delaware law.
IN WITNESS WHEREOF, Solar3D, Inc. has caused this certificate to be duly executed by its duly authorized officers this 24
th
day of November 2015.
SOLAR 3D, INC.
By:
/s/ James B. Nelson
James B. Nelson, Chief Executive Officer
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)
The undersigned hereby elects to convert the number of shares of Series B Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “
Common Stock
”), of Solar3D, Inc. a Delaware corporation (the “
Corporation
”), according to the conditions hereof, as of the date written below.
Conversion calculations:
Date to Effect Conversions:
Number of shares of Preferred Stock owned prior to Conversion:
Number of shares of Preferred Stock to be converted:
Number of shares of Common Stock to be issued:
Address for Delivery:
or DWAC Instructions:
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Name of Entity Holder______________ (Please Print)
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By:
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Name:
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Title:
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Name of Individual Holder______________ (Please Print)
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______________________ (Signature of Individual Holder)
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Exhibit 99.1
Solar3D Closes the Acquisition of Elite Solar
ROSEVILLE, CA--(Marketwired - December 01, 2015) - Solar3D, Inc. (SLTD), a leading provider of solar power solutions, announced today that it has closed its acquisition of Elite Solar, a Durham, California-based solar systems provider including Universal Racking Systems, a manufacturer of highly advanced ground mount racking for solar systems. As previously announced on August 12, 2015 Solar3D entered into an agreement with Elite Solar to acquire the Company through a merger agreement. The purchase price for Elite Solar was $7 million.
The addition of Elite Solar to the Solar3D family of companies marks the third major acquisition executed by the Company since it embarked upon its acquisition strategy. This vision of consolidating profitable solar companies servicing customers in key markets has led Solar3D to experience tremendous growth, resulting in its successful efforts at uplisting on Nasdaq in March 2015, increasing 2015 revenue guidance by 20% and issuing revenue guidance of $100 million for the year 2016. With the purchase of Elite Solar now completed, Solar3D continues to identify additional solar companies that possess solar expertise that is complimentary to its existing subsidiaries, and that will boost the company's top line revenue and operating profit.
Elite Solar has had a breakthrough year in 2015, with revenue expected to increase more than 100% of the 2014 figure with even greater growth in EBITDA. Prior to the acquisition, Elite Solar recently reported over $7 million in projects that have recently begun, as well as a backlog of contracted projects of over $5.5 million. With additional sizeable contracts pending with large agricultural and commercial organizations, Solar3D believes its newest operating division is well-positioned for even greater growth in 2016.
"We are very happy to be part of the Solar3D team," said Kirk Short, CEO of Elite Solar. "We have already found many ways to collaborate to drive sales and work toward becoming the most efficient solar integrator in America. We believe that the collaboration of our companies will allow us to grow much more rapidly and profitably."
"This is a win-win transaction," said Jim Nelson, Chief Executive Officer of Solar3D. "The Elite Solar executive team led by CEO Kirk Short will thrive in our culture. Their expertise will make us a better company. We believe Solar3D stands out within the highly fragmented solar market for focusing on what is in the best interest of our customers and delivering what we promise. With Elite's help, we expect to consistently drive revenues and profits and thus provide short term and long term value to our shareholders."
About Solar3D, Inc.
Solar3D, a leading provider of solar power solutions, is focused on the design, installation and management of solar power systems for commercial, agricultural and residential customers. Through its wholly owned subsidiaries, Solar3D is one of the fastest growing solar systems providers in California, delivering 2.5 kilowatt to multi-megawatt commercial systems. Solar3D's technology division is developing a patent-pending 3-dimensional solar cell technology to maximize the conversion of sunlight into electricity. The Solar3D Cell collects sunlight from a wide angle and lets light bounce around in 3-dimensional microstructures on the solar cell surface. The Company's mission is to further the widespread adoption of solar power by deploying affordable, state-of-the-art systems and developing breakthrough new solar technologies.
To learn more about Solar3D, visit our website at http://www.Solar3D.com.
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.
Investor Relations
Andrew Haag
Managing Partner
IRTH Communications
sltd@irthcommunications.com
Tel: (877) 368-3566
Media
Eric Fischgrund
FischTank Marketing and PR
eric@fischtankpr.com