Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - AGREEMENT AND PLAN OF MERGER - STW RESOURCES HOLDING CORP. | exhibit10-1.htm |
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): January 21, 2010
WOOZYFLY
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51430
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20-3768799
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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244 Fifth Avenue, Suite
1878, New York, NY, 10001
(Address
of principal executive offices) (zip code)
(949)
903-0468
(Registrant's
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
January 21, 2010, WoozyFly, Inc. (the “Company”) entered into an
Agreement and Plan of Merger (“Merger Agreement”) with STW Acquisition, Inc.
(“Acquisition Sub”), a wholly owned subsidiary of the Company, STW Resources,
Inc. (“Acquiree”) and certain shareholders of STW controlling a majority of the
issued and outstanding shares of Acquire. Pursuant to the Merger
Agreement, the Company will be merged into the Acquisition Sub resulting in an
exchange of all of the issued and outstanding shares of Acquiree for shares of
the Company on a one for one basis. At such time, the Acquiree will become a
wholly owned subsidiary of the Company. The Merger Agreement is
subject to the Bankruptcy Court confirmation as well as standard closing
conditions. A copy of the Merger Agreement is attached to this Form
8-K as Exhibit 10.1 and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
Exhibits.
The
following exhibits are filed herewith:
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Exhibit Number
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Description
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10.1
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Agreement
and Plan of Merger for proposed merger between Woozyfly, Inc., Merger Sub,
and STW Resources, Inc. dated January 17,
2010.
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Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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WOOZYFLY,
INC.
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Date: January
26, 2010
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By:
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/s/ Eric
Stoppenhagen
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[Missing Graphic Reference]
Name:
Eric Stoppenhagen
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Title:
Interim President
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