- Current report filing (8-K)
April 21 2009 - 11:59AM
Edgar (US Regulatory)
yeSECURITIES
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):
April 16,
2009
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 April
16, 2009, GSV, Inc. (“GSV”) and Brooks Station Holdings, Inc. (“Brooks Station”)
entered into an agreement dated April 16, 2009 (the “Waiver and Extension
Agreement”), pursuant to which GSV and Brooks Station agreed to amend and
restate the terms of an amended and restated 8% promissory note in the principal
amount of $150,000 (the “Second Amended and Restated Note”) in the form of a
substitute note (the “Third Amended and Restated Note”) dated as of March 1,
2009. Pursuant to the Waiver and Extension Agreement, Brooks Station
agreed to extend the maturity date of the Second Amended and Restated Note from
March 1, 2009, to September 1, 2009, and to waive any claim against GSV or its
assets arising from GSV’s failure to repay the Second Amended and Restated Note
on the maturity date. 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 Third Amended and Restated
Note.
Contemporaneously
with the execution of the Waiver and Extension Agreement, GSV paid Brooks
Station $10,000 of the principal balance of the Second Amended and Restated
Note, thus reducing the outstanding principal balance of the Third Amended and
Restated Note to $140,000. As of March 1, 2009, the accrued and
unpaid interest of the Third Amended and Restated Note was
$15,878. The Third Amended and Restated Note provides that upon the
occurrence of an event of default, all amounts remaining unpaid on the Third
Amended and Restated 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 April 16, 2009, between GSV, Inc. and Brooks Station Holdings,
Inc.
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10.2
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Third
Amended and Restated Promissory Note, dated as of March 1, 2009, 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:
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"may"
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"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-K 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.
(Registrant)
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Dated: April
21, 2009
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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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