- Current report filing (8-K)
April 23 2010 - 4:20PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM
8-K
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CURRENT REPORT
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Pursuant to Section 13
or 15(d) of the
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Securities Exchange Act
of 1934
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Date of Report (Date of
earliest event reported): March 8, 2010
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VISUAL MANAGEMENT
SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-133936
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68-0634458
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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1000 Industrial Way North, Suite C
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Toms River, New Jersey 08755
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(Address of principal executive offices, including zip code)
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Registrants telephone number, including area
code:
(732)
281-1355
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4 (c))
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ITEM 1.01
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ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
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On March 8,
2010, Visual Management Systems, Inc.s digital surveillance product design and
manufacturing subsidiary Intelligent Product Development Group, LLC (iPDG)
entered in to a Master Distributor Agreement (the Agreement) with Visual
Management Systems Dealer Group, LLC, of Lafayette, Louisiana (Dealer Group),
an unrelated security systems distributor. The Agreement called for Dealer
Group to market and sell various iPDG product lines including the companys
TrueHybrid SP, and its Flex TH-Touch and Flex TH-Go series of digital,
network, hybrid and wireless video surveillance solutions. The two-year
Agreement included terms governing marketing coordination and technical
training, and called for an initial quarterly minimum purchase by Dealer Group,
LLC of $750,000 in consideration of the pricing offered to Dealer Group by
iPDG, but granted no territorial exclusivity.
On April 16,
2010 an Amendment to Master Distributor Agreement (the Amendment) was entered
into between iPDG and Dealer Group, amending the Agreement to provide Dealer
Group an exclusive right to market iPDGs products throughout the United
States. As part of the Amendment all existing Visual Management Systems, Inc.
customer relationships (or those of its subsidiaries and affiliates) are
exempted from the exclusive. iPDG retains the right to sell to those customers
at its sole discretion. In consideration for entering into the amendment, the
quarterly minimum purchase Dealer Group is obligated to place with iPDG was
increased from $750,000 to $1,000,0000, and Dealer Group agreed to place orders
with IPDG of no less than $2,000,000, at least $300,000 of which would be made
upon execution, the remainder to be paid for in no more than 180 days following
the execution date of the Amendment. This $2,000,000 order shall satisfy the
first two quarters of the Amendments quarterly minimum purchase requirement.
Failure of Dealer Group to fulfill the minimum quarterly purchase requirements
will result in an adjustment of pricing and loss of exclusivity.
The
descriptions of the Agreement and the Amendment set forth above are qualified
in their entirety by reference to the copies of such documents filed as
Exhibits 10.23 and 10.24 hereto.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
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EXHIBIT NO
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DESCRIPTION
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10.23
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INTELLIGENT
PRODUCT DEVELOPMENT GROUP AUTHORIZED MASTER DISTRIBUTOR AGREEMENT
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10.24
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AMENDMENT TO
MASTER DISTRIBUTOR AGREEMENT
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2
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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Visual
Management Systems, Inc.
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(Registrant)
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By:
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/s/ Jason
Gonzalez
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Name:
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Jason
Gonzalez
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Title:
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President
and Chief Executive Officer
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Dated: April
23, 2010
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