- Current report filing (8-K)
August 20 2009 - 4:52PM
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): August 19, 2009
IVIVI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 001-33088 22-2956711
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(State Or Other Jurisdiction Of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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135 Chestnut Ridge Road, Montvale, NJ 07645
(Address of Principal Executive Offices)(Zip Code)
(201) 476-9600
Registrant's Telephone Number
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 8.01. OTHER EVENTS.
On August 19, 2009, Ivivi Technologies, Inc. (the "Company") received a
non-binding proposal from Ajax Capital, LLC ("Ajax"), an entity owned by Steven
Gluckstern, the Company's Chairman, President and Chief Executive Officer,
pursuant to which Ajax has proposed to purchase substantially all of the assets
of the Company and assume certain specified ordinary course liabilities of the
Company for a purchase price to the Company equal to the aggregate of (i) the
principal and interest outstanding, as of closing, under the Company's loan with
Emigrant Capital Corp. ("Emigrant"), which was approximately $2,586,775 as of
August 19, 2009 (the "Loan"), and (ii) $0.02 for each share of the Company's
common stock outstanding as of August 19, 2009, or 11,241,033 shares; provided,
that the aggregate purchase price specified in clauses (i) and (ii) would not be
in excess of $2.9 million. The non-binding proposal indicates that the closing
of any transaction would be subject to certain conditions, including, among
others, the negotiation of a definitive asset purchase agreement and an
extension of the August 30, 2009 maturity date under the Company's Loan with
Emigrant.
The Company's Board of Directors has appointed a special committee comprised of
two of the Company's independent directors, Messrs. Abramowitz and Tischler, to
analyze and evaluate the proposal from Ajax and other proposals, if any,
received by the Company. In addition, Foundation Ventures, LLC, the Company's
investment bank, has been retained to (i) assist the special committee in
analyzing and evaluating the proposal, (ii) solicit other proposals and assist
the special committee in analyzing and evaluating other proposals, if any,
received by the Company, (iii) assist the Company in seeking an extension of the
maturity date of the Emigrant Loan and (iv) render a customary fairness opinion
in connection with any transaction involving the sale of the Company or
substantially all of its assets.
As previously disclosed by the Company, the loan with Emigrant matures on August
30, 2009 and the Company does not believe that it will be able to satisfy its
obligations under the Loan by the maturity date. In addition, any transaction
involving a sale of the company or its assets, including the proposal from Ajax,
will require the approval of the Company's shareholders and will not be able to
be completed prior to the maturity date. As a result, if the Company is unable
to obtain an extension of the Loan with Emigrant, the Company will not be able
to meet its obligations under the Loan and the Lender will have the right to
foreclose on the Loan, which is secured by all of the Company's assets. In such
an event, the Company would have to cease its operations or seek alternatives,
including filing for bankruptcy protection. In addition, there can be no
assurance that the Company will be able to complete a transaction with Ajax or
any other potential acquirer or investor or that the shareholders of the Company
will receive any value for their shares of common stock.
As a result of the uncertainty relating to the Company's current financial
position, the Company was unable to timely file its Quarterly Report on Form
10-Q for the quarter ended June 30, 2009.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
IVIVI TECHNOLOGIES, INC.
By: /s/ Alan V. Gallantar
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Name: Alan V. Gallantar
Title: Chief Financial Officer
Date: August 20, 2009
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