NW Tech Capital, Inc. - Current report filing (8-K)
June 20 2008 - 3:24PM
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: June 20, 2008
(Date
of
earliest event reported: June 16, 2008)
NW
Tech Capital, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
of incorporation)
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000-26913
(Commission
File No.)
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86-0862532
(IRS
Employer
Identification
No.)
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4663
NE St. John Road, Ste. B
Vancouver,
WA 98661
(Address
of principal executive offices, including zip code)
(858)
646-7410
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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This
Current Report on Form 8-K of NW Tech Capital, Inc. (“NW Tech” or the
“Company”), and the documents incorporated herein by reference,
may
contain forward-looking statements which are based on Management's current
expectations, estimates and projections subject to change. Words such as
"anticipates," "expects," "intends," "plans," "targets," "projects," "believes,"
"seeks," "estimates" and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond the Company’s control and are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. You should not
place
undue reliance on these forward-looking statements. Unless legally required,
the
Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Pursuant
to the Acquisition Agreement with Teledigit, Inc., an Oregon corporation
(described below in Item 8.01), NW Tech Capital, Inc. (the “Company”) issued an
aggregate of 80,000 shares of its Series E Preferred Stock, valued at $1.00
per
share, to the former shareholders of Teledigit, as partial payment for the
acquisition of all of the issued and outstanding shares of common stock of
Teledigit. The Series E Preferred Stock is convertible into shares of the
Company’s common stock, $0.00001 par value (the “Common Stock”) at the lower of
(i) 110% of the average closing bid price of the Common Stock for the three
trading days immediately preceding the date of conversion; or (ii) 70% of the
average of the three lowest closing bid prices of the Common Stock for the
20
trading dates immediately preceding the date of conversion.
The
shares of Series E Preferred Stock and the shares of Common Stock underlying
the
Preferred Stock were not registered under the Securities Act of 1933, as amended
(the “Act”), in reliance on an exemption from registration under Section 4(2) of
the Act, and Rule 506 promulgated thereunder, based on the limited number of
purchasers, their sophistication in financial matters and their access to
information concerning the Company.
On
February 5, 2008, the Company filed a current report on Form 8-K announcing
that
it had entered into an acquisition agreement with Teledigit, Inc., effective
as
of January 29, 2008 (the “Acquisition Agreement”). Pursuant to the Acquisition
Agreement, Teledigit’s shareholders transferred 100% of the capital stock of
Teledigit in exchange for an aggregate of 800,000 shares of the Company’s newly
created Series E Preferred Stock. The former shareholders of Teledigit could
receive more than 800,000 shares of the Series E Preferred Stock if the Company
meets certain revenue milestones at the fiscal years ending in 2008, 2009 and
2010 (the “Escalation Provisions”). The transactions contemplated by the
Acquisition Agreement closed on June 16, 2008 (the “Closing Date”). Pursuant to
the Acquisition Agreement, the shareholders are entitled to receive 80,000
shares on the Closing Date. Beginning on August 31, 2008, the former Teledigit
shareholders shall be entitled to receive the balance of the 800,000 shares
at a
rate of 13,920 shares of Series E Preferred Stock per month for a period of
60
months, subject to the Escalation Provisions.
A
press
release describing the closing of the Acquisition Agreement is annexed hereto
as
Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial
Statements of Businesses Acquired.
The
Audited Financial Statements of Teledigit, Inc. for the years ended December
31,
2007 and 2006 are attached hereto as Exhibit 99.2.
(b)
Pro
Forma Financial Information.
Not
applicable.
(c)
Shell
Company Transactions.
Not
applicable.
(d)
Exhibits
.
The
following documents are included as exhibits to this Form 8-K.
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Exhibit
No
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Description
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4.1
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Certificate
of Designation of Series E Preferred Stock (incorporated by reference
to
Exhibit 4.2 to the Company’s Quarterly Report on Form 10Q for the quarter
ended March 31, 2008, filed with the SEC on May 14,
2008).
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10.1
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Acquisition
Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form
8-K, filed with the SEC on February 5, 2008).
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99.1
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Press
Release, dated June 17, 2008.
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99.2
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Audited
Financial Statements of Teledigit, Inc. for the years ended December
31,
2007 and 2006.
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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.
Date:
June 20, 2008
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NW
TECH CAPITAL,
INC.
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By:
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/s/
James A. Wheeler
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James
A. Wheeler
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CEO,
CFO, President and Director
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EXHIBIT
INDEX
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Exhibit
No
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Description
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4.1
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Certificate
of Designation of Series E Preferred Stock (incorporated by reference
to
Exhibit 4.2 to the Company’s Quarterly Report on Form 10Q for the quarter
ended March 31, 2008, filed with the SEC on May 14,
2008).
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10.1
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Acquisition
Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form
8-K, filed with the SEC on February 5, 2008).
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99.1
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Press
Release, dated June 17, 2008.
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99.2
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Audited
Financial Statements of Teledigit, Inc. for the years ended December
31,
2007 and 2006.
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