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EX-10.1 - Luvu Brands, Inc. | v163289_ex10-1.htm |
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): October 19, 2009
WES
Consulting, Inc.
(Exact
name of registrant as specified in charter)
Florida
(State or
other jurisdiction of incorporation)
333-141022
|
59-3581576
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2745
Bankers Industrial Drive
Doraville,
GA 30360
(Address
of principal executive offices and zip code)
(770) 246-6400
(Registrant’s
telephone number including area code)
(Former Name and Former Address)
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))
Forward
Looking Statements
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively, the “Filings”) contain or may
contain forward looking statements and information that is based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the section of this report entitled
“Risk Factors”) relating to Registrant’s industry, Registrant’s operations and
results of operations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may differ significantly from those anticipated, believed, estimated, expected,
intended or planned.
Except
as required by applicable law, including the securities laws of the United
States, Registrant does not intend to update any of the forward-looking
statements to conform these statements to actual results. The following
discussion should be read in conjunction with Registrant’s audited financial
statements for the fiscal years ended December 31, 2007 and 2008 and the related
notes thereto, the unaudited financial statements for the three and six months
ended June 30, 2009 and the related notes thereto, and the pro forma financial
statements and the related notes filed with this Form 8-K.
In
this Form 8-K, references to “we,” “our,” “us,” “WES Consulting,” “WES,” or the
“Registrant” refer to WES Consulting, Inc., a Florida corporation.
Item
1.01 Entry Into a Material Definitive Agreement.
Merger
Agreement
On
October 19, 2009 (the “Closing Date”), WES Consulting, Inc., a Florida
corporation (the “Company” or “WES”) entered into a Merger and Recapitalization
Agreement (the “Agreement”) with Liberator, Inc., a Nevada corporation
(“Liberator”). Pursuant to the Agreement, Liberator merged with and
into the Company, with the Company surviving as the sole remaining entity (the
“Merger”).
On the
Closing Date, each issued and outstanding share of the common stock of Liberator
(the “Liberator Common Shares”) were converted, into one share of the Company’s
common stock, $0.01 par value, which, after giving effect to the Merger,
equaled, in the aggregate, 98.4% of the total issued and outstanding common
stock of the Company (the “WES Common Stock”). Pursuant to the
Agreement, each Series A Preferred Share of Liberator (the “Liberator Preferred
Shares”) were to be converted into one share of the Company’s preferred stock
with the provisions, rights, and designations set forth in the Agreement (the
“WES Preferred Stock”). On the Closing Date, the Company was not
authorized to issue any preferred stock and therefore pursuant to the agreement,
it was agreed that within ten (10) days of the Closing Date the Company will
file an amendment to its Articles of Incorporation authorizing the issuance of
the WES Preferred Stock, and at such time the WES Preferred Stock will be
exchanged pursuant to the terms of the Agreement. The Certificate of
Amendment authorizing the WES Preferred Stock is attached hereto. As
of the Closing Date, Liberator owned eighty-one (81%) percent of the issued and
outstanding shares of the Company’s common stock. Upon the
consummation of the transactions contemplated by this Agreement, the WES Common
Stock owned by Liberator prior to the Agreement will be immediately cancelled
(the “Cancellation”).
Item
2.01 Completion of Acquisition or Disposition of Assets.
As more
fully described in Section 1.01 above, on October 19, 2009 (the “Closing Date”),
WES Consulting, Inc., a Florida corporation (the “Company” or “WES”) entered
into a Merger and Recapitalization Agreement (the “Agreement”) with Liberator,
Inc., a Nevada corporation (“Liberator”). Pursuant to the Agreement,
Liberator merged with and into the Company, with the Company surviving as the
sole remaining entity (the “Merger”).
Item
9.01 Financial Statements and Exhibits
(b)
Exhibits
10.1 Merger
and Recapitalization Agreement
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.
Wes
Consulting, Inc.
|
||
Date:
October 20, 2009
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By:
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/s/ Louis S. Friedman
|
Louis
S. Friedman
|
||
Chairman,
Chief Executive Officer,
and
President of Liberator,
Inc.
|