- Current report filing (8-K)
October 20 2008 - 3:52PM
Edgar (US Regulatory)
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):
October
17, 2008
GSV,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-23901
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13-3979226
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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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191
Post Road, Westport, CT
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06880
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203)
221-2690
(Registrant's
Telephone Number, Including Area Code)
Not
Applicable
(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:
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(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
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
October 17, 2008, GSV, Inc. (“GSV”) and Brooks Station Holdings, Inc. (“Brooks
Station”) entered into an agreement dated October 17, 2008 (the “Waiver and
Extension Agreement”), pursuant to which GSV and Brooks Station agreed to amend
and restate the terms of an 8% promissory note in the principal amount of
$160,000 (the “Original Note”) in the form of a substitute note (the “Substitute
Note”) dated as of September 1, 2008. Pursuant to the Waiver and Extension
Agreement, Brooks Station agreed to extend the maturity date of the Original
Note from September 1, 2008, to March 1, 2009, and to waive any claim against
GSV or its assets arising from GSV’s failure to repay the Original Note on the
maturity date. The Original Note was issued on July 21, 2003, and had previously
been amended by agreements dated August 31, 2007 and March 11, 2008 between
the
parties. Also, pursuant to the Waiver and Extension Agreement, GSV and Brooks
Station agreed to amend a security agreement between them to provide that Brooks
Station’s security interest in GSV’s assets would continue to support GSV’s
obligations under the Substitute Note.
Contemporaneously
with the execution of the Waiver and Extension Agreement, GSV paid Brooks
Station $10,000 of the principal balance of the Original Note, thus reducing
the
outstanding principal balance of the Substitute Note to $150,000. As of
September 1, 2008, the accrued and unpaid interest of the Substitute Note was
$28,933.33. The Substitute Note provides that upon the occurrence of an event
of
default, all amounts remaining unpaid on the Substitute Note shall become
immediately due and payable. Events of default include GSV’s application for
appointment of a receiver, GSV’s admission in writing of its inability to pay
its debts as they become due, GSV’s making of a general assignment for the
benefit of creditors, the filing against GSV of an involuntary petition in
bankruptcy or other insolvency proceeding, or a petition or an answer seeking
reorganization or an arrangement with creditors, the filing by GSV of an
application for judicial dissolution or the entry of an order, judgment or
decree by any court of competent jurisdiction, approving a petition seeking
reorganization of GSV or all or a substantial part of the properties or assets
of GSV or appointing a receiver, trustee or liquidator for GSV.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1
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Agreement
dated October 17, 2008, between GSV, Inc. and Brooks Station Holdings,
Inc.
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10.2
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Second
Amended and Restated Promissory Note, dated as of September 1,
2008,
between GSV, Inc. and Brooks Station Holdings, Inc.
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Forward-Looking
Statements
Some
of
the statements in this document are forward-looking statements that involve
risks and uncertainties. These forward-looking statements include statements
about our plans, objectives, expectations, intentions and assumptions that
are
not statements of historical fact. You can identify these statements by the
following words:
-
"may"
-
"will"
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"should"
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"estimates"
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"plans"
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"expects"
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"believes"
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"intends"
and
similar expressions. We cannot guarantee our future results, performance or
achievements. Our actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward- looking
statements. Potential risks and uncertainties that could affect our future
operating results include, but are not limited to, our limited operating
history, history of losses, need to raise additional capital, and the high
risk
nature of our business, as well as other risks described in our most recent
annual report on Form 10-KSB filed with the Securities and Exchange
Commission.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GSV,
INC.
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(Registrant)
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Dated:
October 20, 2008
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By:
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/s/
Gilad
Gat
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Gilad
Gat
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Chief
Executive Officer
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(Principal
Executive Officer)
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