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): May 6, 2008
Kelyniam
Global, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52569
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20-4130012
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1100
North University Avenue
Suite
135
Little
Rock, Arkansas
(Address
of principal executive offices)
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72207
(Zip
Code)
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(800)
280-8192
(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 (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
Merger Agreement
On May 6,
2008, Kelyniam Global, Inc., a Nevada corporation entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with M2-Systems, LLC, a leading provider
in the rapid prototype industry, for $406,080.00 cash acquisition.
The
acquisition of M2-Systems, LLC will be conducted by means of a cash offer (the
“Offer”) for all outstanding debt in the amount of $166,080 and fixed assets of
equipment used in daily operations, valued at approximately $271,000, currently
owned by an officer of M2-Systems, LLC with a lease-to-own balance in the amount
of $240,000. Kelyniam Global, Inc. expects to commence this
acquisition promptly.
Certain
directors and officers of M2-Systems, LLC have agreed to extend full ownership
all of their assets and debt in connection with this Offer to Kelyniam Global,
Inc. The directors and officers of M2-Systems, LLC currently hold
100% of M2-Systems, LLC assets and outstanding debt, which primarily resulted
when M2-Systems, LLC incurred debt in the acquisition of assets through
financing.
Under the
Merger Agreement, after completion of the Offer and the satisfaction or waiver
of all of the conditions to the merger including, if required, a vote of
M2-Systems, LLC’s officers, M2-Systems, LLC will be merged with and into
Kelyniam Global, Inc, with M2-Systems, LLC becoming a direct wholly owned
subsidiary of Kelyniam Global, Inc.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Cautionary Note Regarding Merger
Agreement
The
Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about M2-Systems, LLC or Kelyniam Global, Inc. In particular, the
assertions embodied in the representations and warranties contained in the
Merger Agreement are qualified by information in confidential disclosure
schedules provided by M2-Systems, LLC as well as Kelyniam Global, Inc. in
connection with the signing of the Merger Agreement. These disclosure schedules
contain information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Merger Agreement. Moreover,
certain representations and warranties in the Merger Agreement were used for the
purpose of allocating risk between M2-Systems, LLC and Kelyniam Global, Inc.
rather than establishing matters of fact. Accordingly, the representations and
warranties in the Merger Agreement may not constitute the actual state of facts
about M2-Systems, LLC or Kelyniam Global, Inc.
Cautionary
Statements
This
filing and the exhibits attached hereto contain forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of Kelyniam Global,
Inc. and its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including the expected benefits and costs of
the transaction; management plans relating to the transaction; the expected
timing of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions, including those
conditions related to regulatory approvals; any statements of the plans,
strategies and objectives of management for future operations, including the
execution of integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks, uncertainties
and assumptions include the possibility that expected benefits may not
materialize as expected; that the transaction may not be timely completed, if at
all; that, prior to the completion of the transaction, M2-Systems, LLC business
may not perform as expected due to transaction-related uncertainty or other
factors; that the parties are unable to successfully implement integration
strategies; and other risks that are described from time to time in Kelyniam
Global, Inc. Securities and Exchange Commission reports, including but not
limited to the risks described in Kelyniam Global, Inc. Annual Report on Form
10K-SB for the fiscal year ended December 31,
2007. Kelyniam Global, Inc. assumes no obligation and does not
intend to update these forward-looking statements.
Additional
Information
THE CASH
OFFER DESCRIBED IN THIS FILING AND THE EXHIBITS ATTACHED HERETO HAVE NOT
COMMENCED. THE DESCRIPTION CONTAINED HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY ASSETS OR
OUTSTANDING DEBT. THE SOLICITATION AND THE OFFER TO BUY ALL ASSETS AND
OUTSTANDING DEBT OF M2-SYSTEMS, LLC WILL ONLY BE MADE PURSUANT TO A CASH OFFER
BETWEEN M2-SYSTEMS, LLC AND KELYNIAM GLOBAL, INC.
Item 9.01. Financial Statements
and Exhibits.
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Exhibit
No.
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Description
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Agreement
and Plan of Merger, dated May 6, 2008, by and among Kelyniam Global, Inc.,
Inc and M2-Systems, LLC (filed herewith)
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Text
of Press Release issued by Kelyniam Global, Inc., dated May 7, 2008,
entitled “Kelyniam Global, Inc. to acquire M2-Systems.” (filed
herewith).
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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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Date:
May 6, 2008
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KELYNIAM
GLOBAL, INC.
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By:
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/s/ James
Ketner
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James
Ketner
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President/CEO/Chairman
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By:
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/s/ Michelle
LynRay
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Michelle
LynRay
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Secretary/Treasurer/Director
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By:
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/s/ John
Mastoloni
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John
Mastoloni
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Vice
President/Director
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By:
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/s/ Alexander
Borges dos Santos
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Alexander
Borges dos Santos
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Vice
President/Director
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By:
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/s/ Richard
Owston
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Richard
Owston
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Director
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