Item 1.01. Entry into a Material Definitive Agreement.
Beginning on
In addition to the Canadian Exchange Agreements; the Company will directly acquire interests in TrueNorth via multiple Share Exchange Agreements directly with non-Canadian TrueNorth Shareholders (each a "Non-Canadian Exchange Agreement," and collectively, "Non-Canadian Exchange Agreements" and together with the Canadian Exchange Agreements as, "Exchange Agreements") between the Company and certain non-Canadian shareholders of TrueNorth (the "Non- Canadian TrueNorth Shareholders"). Pursuant to the Non-Canadian Exchange Agreements, the Non-Canadian TrueNorth Shareholders will exchange their shares in TrueNorth directly with the Company for fourteen (14) newly-issued Common Shares of the Company.
The Exchange will not close until a date selected by ExchangeCo and the Company once TrueNorth Shareholders holding at least a majority of the shares of TrueNorth have executed Exchange Agreements. To date, TrueNorth Shareholders holding approximately 89% of the shares of TrueNorth have entered Exchange Agreements and the Exchange is expected to close shortly.
In connection with the Exchange, the Registrant and ExchangeCo also entered into
(i) a Support Agreement (the "Support Agreement") with
Pursuant to the Support Agreement, which was executed
Pursuant to the Trust Agreement, which was executed
The Exchange Agreement, Support Agreement, and Trust Agreement (collectively, the "Transaction Documents") include customary representations, warranties and covenants of the parties thereto made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Transaction Documents and are not intended to provide factual, business, or financial information about the parties. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to stockholders or different from what a stockholder might view as material, (iii) may have been used for purposes of allocating risk among the parties, rather than establishing matters as facts, or (iv) may have been qualified by certain disclosures not reflected in the Transactions Documents that were made to the other party in connection with the negotiation of the Transaction Documents and generally were solely for the benefit of the parties to each agreement.
The Exchange is intended to constitute a tax-free reorganization pursuant to the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended. As a result of the Exchange, TrueNorth becomes a wholly owned
subsidiary of ExchangeCo. TrueNorth Shareholders who are resident Canadians and
not exempt from tax under Part I of the Income Tax Act (
Upon closing of the Exchange, the Company will own and control TrueNorth as follows: the Company owns 100% of Callco; Callco owns 100% of Exchangeco, and Exchangeco holds a majority of TrueNorth.
The description of the terms and conditions of the Transaction Documents and the transactions contemplated thereunder that are material to the Registrant contained in this Form 8-K does not purport to be complete and is qualified in . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Until such time as the Super Voting Share is cancelled, it will have the number
of votes equal to one (1) vote plus the number of shares of Class A Stock, par
value
The ISO Plan will authorize the Company to issue to participants various kinds of securities, including incentive stock options, non-qualified stock options, stock appreciated rights, and shares of the Company's common stock. The maximum number of shares of common stock that will be available for issuance under the ISO Plan shall be equal to fifteen percent (15%) of the Company's issued and outstanding common stock at any given time.
The DSU Plan will authorize the Company to issue Deferred Share Units ("DSU's"), which give participants the right to receive from the Company, after termination of employment with the Company, an amount in respect of each DSU that is equal to the average of the closing prices of common shares of the Company on OTCMarkets.com for the five (5) consecutive trading days immediately prior to the date that the DSU is exercised by the applicable participant. The number of DSU's issuable pursuant to the DSU Plan shall be equal to twenty percent (20%) of the Company's issued and outstanding common stock at any given time
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
Exhibit No. Description 2.1 TrueNorth Canadian Exchange Agreement 2.2 TrueNorth Non-Canadian Exchange Agreement 3.1 Certificate of Amendment 9.1 TrueNorth Trust Agreement 10.1 TrueNorth Support Agreement 10.2 Incentive Stock Option Plan 10.3 Deferred Stock Unit Plan 104 Cover Page Interactive Data File formatted in IXBRL Forward- Looking Statements
Certain statements contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this Current Report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.
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