$LUXD News 8K Merger complete! IMO
Form 8-K for LUX DIGITAL PICTURES, INC.
7-Sep-2012
Entry into a Material Definitive Agreement, Completion of Acquisition
Item 1.01 Entry into a Material Definitive Agreement.
Effective August 31, 2012, Lux Digital Pictures, Inc., a Wyoming corporation (the "Company"), StreamTrack Media, Inc., a California corporation and wholly owned subsidiary of the Company ("Buyer's Subsidiary"), and RadioLoyalty, Inc., a California corporation (the "Seller"), entered into and closed an asset purchase agreement (the "APA") pursuant to which the Buyer's Subsidiary acquired the business and substantially all of the assets of the Seller in consideration for which the Company will, within five (5) business days after the recording of Amended and Restated Articles of Incorporation by the Company with the Wyoming Secretary of State that effect a reverse split of the Company's issued and outstanding common stock, issue to Seller a number of shares of the Company's common stock (the "Shares") such that on the date of the issuance of the Shares, the Seller and its affiliates will own approximately 90% of the total issued and outstanding shares of the Company's common stock, (i) assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Company into the Company's common stock on the Share issuance date, and (ii) including and taking into account all other shares of the Company's common stock already owned by the Seller and its affiliates on the Share issuance date (the "Purchase Price"); provided, that the calculation of the number of Shares issuable to Seller will reflect that the dilution caused by outstanding shares of the Company's common stock in the public float on the Share issuance date will be borne 90% by the Seller and 10% by the holders of the Company's outstanding Series A Convertible Preferred Stock. Seller is engaged in the business of providing key support services for both mobile and online content, using proprietary platforms developed by the Seller over the last five years. A copy of the APA is attached to this Report as Exhibit 10.1.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective August 31, 2012, in accordance with the APA described in Item 1.01 of this Report, the Company, through Buyer's Subsidiary, acquired the business and substantially all of the assets owned by the Seller immediately prior to the closing of the APA, including but not limited to all contractual rights, accounts receivable, all other receivables, cash, deposits, prepaid expenses, inventory, machinery, equipment, engineering data, databases, systems, designs, computer hardware and software, domains, source code, records, works in process, backlog, intellectual property (including but not limited to patents and licensing agreements), know-how, trade secrets, inventions, technology, company name, operating and equipment leases, licenses, permits, franchises, websites, customers, suppliers, contracts, sales and marketing literature and processes, techniques, goodwill, web sites, and pricing information related to the Seller's business.
