- Current report filing (8-K)
January 08 2010 - 5:19PM
Edgar (US Regulatory)
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): December 31, 2009
CINTEL
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
333-100046
(Commission
File
Number)
|
52-2360156
(I.R.S.
Employer
Identification
Number)
|
433
N. Camden Drive, Suite 400, Beverly Hills, CA 90210
(Address
of principal executive offices) (zip code)
(310)
997-1407
(Registrant's
telephone number, including area code)
Copies to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
[ ]
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 1.01
Entry
into a Material Definitive Agreement
On
December 31, 2009, Cintel Corp. (the “Company”) entered into an agreement (the
“Agreement”) with Woori Private Equity Fund (“Woori”), and Cintel Co. Ltd.,
(“Cintel Korea”), a wholly owned subsidiary of the Company. The Agreement
provides for the transfer by the Company of certain collateral to Woori in
accordance with the Convertible Bonds Subscription Agreement dated as March 15,
2007 (the “Woori Subscription Agreement”). At the closing of the
Woori Subscription Agreement, the Company issued a convertible bond (the
“Convertible Bond”) in the amount of Korean Won 60,000,000,000 (USD$63,000,000).
The Convertible Bond is secured by the all shares subscribed for by the Company
using the proceeds from the Convertible Bond.
Pursuant
to the terms of the Agreement, the Company acknowledged that it is in default of
the terms of the Woori Subscription Agreement and agreed to the following in
full satisfaction of all amounts owed under the Convertible Bond:
(A) The
pledged deposit established pursuant to the Woori Subscription Agreement in the
amount of 10,718,080,000 won (USD$9,292,602) shall be transferred to Woori;
and
(B) The
Company shall sell and transfer to Woori all of its interest in 501,000 shares
of Phoenix Digital Tech, 10,200,000 shares of Phoenix Semiconductor
Telecommunication Suzhou, 1,202,520 shares of Bluecomm (the “Pledged Shares”).
In addition, Cintel Korea shall transfer to Woori 2,644,426 shares of BK LCD
(together with the Pledged Shares, collectively the “Pledged Securities”). The
purchase price price of the Pledged Securities shall be paid by offset against
the amounts owed under the Convertible Bond.
The
closing of the transactions contemplated by the Agreement shall occur on the
earlier of (i) the date when Woori advises the Company that the principal of the
Convertible Bond is reduced by the amount of the collateral under the Agreement
and the Pledged Shares have been transferred to Woori and Woori is a shareholder
of the issuers of the Pledged Shares, or (ii) December 31, 2009. The
Company’s management intends to pursue strategic acquisition opportunities in
the areas of LCD testing equipment and parts. However, the Company
currently has no agreements or arrangements for any
acquisitions. There can be no assurance that it will be able to
consummate any strategic acquisitions, or if it is able to do so, that any one
or more of the acquisitions will prove to be profitable or otherwise beneficial
to the Company.
Item
9.01
Financial Statements
and Exhibits.
(c) Exhibits.
Exhibit
Number
|
|
Description
|
10.1
|
|
Agreement
among Cintel Corp., Woori Private Equity Fund and Cintel Co. Ltd. dated as
of December 31, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
CINTEL CORP.
|
|
|
|
|
|
Dated:
January 8, 2010
|
By:
|
/s/ Dave
Kyung Han
|
|
|
|
Dave
Kyung Han
|
|
|
|
President
& Chief Executive Officer
|
|
|
|
|
|
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