Current Report Filing (8-k)
May 27 2016 - 5:31PM
Edgar (US Regulatory)
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
FORM
8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
May
27, 2016
Date
of Report
(Date
of Earliest Event Reported)
VERTICAL
COMPUTER SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-28685
|
|
65-0393635
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
101
West Renner Road, Suite 300, Richardson, Texas 75082
(Address
of principal executive offices (zip code))
(972)
437-5200
(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:
☐
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
☐
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
☐
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
☐
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
8.01 Other Events.
The
Board of Directors (the “Board”) of Vertical Computer Systems, Inc. (the “Company”) has
authorized
its management to analyze potential spin-off of the Company’s subsidiary, Ploinks, Inc. under which the Company will distribute
a portion of the Ploinks, Inc. common stock owned by the Company in the form of a stock dividend to shareholders of the Company.
A spin-off would create a stand-alone, publicly-traded personal privacy and security software communications company.
The
Company’s management expects to make a final recommendation to the Board within the next few months. If the Board approves
a spin-off, such a transaction would likely be completed by the end of the third quarter of 2016, subject to market, regulatory
and other conditions.
The
Company has granted exclusive rights to Ploinks, Inc., to use the Company’s core communication platform for the personal
private communications market in the United States (excluding the healthcare and enterprise markets), under certain conditions.
The
primary objective of the Company is to become the leading green energy focused platform for private communication in the world
by returning control of personal data to the individual and business entities. The Company will launch three distinct business
applications from its private communications platform: personal, enterprise and healthcare. The Company will focus on developing
the privacy platform and related applications to ensure continuous strengthening of its technology with guidelines prohibiting
expansion into business offerings outside its core privacy focus. The Company and its subsidiaries will develop solutions to allow
Internet and social media companies to utilize its private communications platform in conjunction with their own business models.
Ploinks™
version 1.7 is scheduled to be released for beta testing by May 31, 2016. Included in the update to Ploinks™ v1.7 is the
ability to view and send PDFs as attachments supplementing its texts and images capability. It is important to note that Ploinks™
is not a social media application in the popular sense; rather, it is an integral component of a private communications channel.
Incorporated as part of this private communications channel is the concept of the “Puddle”. The “Puddle”
refers to a private storage device where Ploinks™ has been downloaded utilizing the Company’s web server technology,
which allows synchronization via Ploinks™ between the user’s mobile device and the Puddle. This gives the Ploinks™
user the ability to backup and control their most sensitive data.
The
consumer release of Ploinks™ is predicated upon all facets of the private communication channel being tested with particular
emphasis on achieving scalability and the highest standards of security. The finalization of the first consumer release of Ploinks™
will be coordinated with the launch of a marketing plan as well as the legal and business administration aspects of the potential
spin-off of Ploinks, Inc. The Company and Ploinks, Inc. believe the potential launch date for Ploinks™ can be determined
and announced by the second quarter of 2016.
Certain
matters contained in this 8-K concerning the potential spin-off of Ploinks and the anticipated timing of the spin-off, constitute
forward-looking statements and are based upon management's expectations and beliefs concerning future events. There can be no
assurance that the proposed transaction or these future events will occur as anticipated, if at all, or that actual results will
be as expected. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly
update them.
SIGNATURE
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.
Vertical
Computer Systems, Inc.
(Registrant)
Date:
May 27, 2016
|
By:
/s/ Richard Wade
|
|
Richard
Wade
|
|
President/CEO
|