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EX-2.1 - EX-2.1 - INNUITY, INC. /UT/ | v55106exv2w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 3, 2010
Date of report (date of earliest event reported)
Date of report (date of earliest event reported)
Innuity, Inc.
(Exact name of registrant as specified in its charter)
Washington (State or other jurisdiction of incorporation) |
0-29129 (Commission File Number) |
87-0370820 (I.R.S. Employer Identification No.) |
8644 154th Avenue NE
Redmond, WA 98052
(Address of principal executive offices)(Zip Code)
Redmond, WA 98052
(Address of principal executive offices)(Zip Code)
(425) 497-9909
(Registrants telephone number, including area code)
(Registrants 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):
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)
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))
As used in this current report on Form 8-K, unless the context otherwise requires,
the terms we, us, the Company, and Innuity refer to Innuity, Inc., a Washington
corporation.
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 below is hereby incorporated by reference into this
Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 3, 2010, we entered into an Asset Purchase Agreement with Web.Com Group, Inc.,
pursuant to which we sold certain contractual assets related to the Companys web hosting business
for an amount equal to $1,549,859 plus a percentage of the Net Collected Revenue arising from
certain end-users through the twelve months anniversary of the Closing Date. Under the terms of
the agreement, Web.Com Group, Inc. acquired certain contractual assets related to our web hosting
business and did not assume any of our liabilities or obligations other than our obligations to be
performed after the Closing Date pursuant to the terms of the Asset Purchase Agreement. The
transaction is subject to a holdback amount to be paid on the twelve month anniversary of the
Closing Date subject to WEB.COMs rights to indemnification under the Asset Purchase Agreement. A
copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein
by reference.
The foregoing summary of the Asset Purchase Agreement and the transaction is not complete and
is qualified in its entirety by the terms and the conditions of the Asset Purchase Agreement, a
copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference. The Asset Purchase Agreement has been filed as an exhibit to this Current Report on
Form 8-K to provide investors and security holders with information regarding its terms. It is not
intended to provide any other factual information about Innuity or Web.Com Group, Inc. The Asset
Purchase Agreement contains representations and warranties that Innuity and Web.Com Group, Inc.
made to and solely for the benefit of the others. The assertions embodied in those representations
and warranties are qualified by information in confidential disclosure schedules that the parties
have exchanged in connection with signing the Asset Purchase Agreement. Accordingly, investors and
security holders should not rely on the representations and warranties in the Asset Purchase
Agreement as characterizations of the actual state of facts, as they were made only as of the date
of the Asset Purchase Agreement and are modified and qualified in important part by the underlying
disclosure schedules. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Asset Purchase Agreement, which subsequent
information may or not be fully reflected in Innuitys public disclosures.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Our board of directors approved the payment of a bonus to John Dennis, our President, of
$159,972, relating to the completion of the sale of certain assets to Web.Com Group, Inc. Of the
bonus amount, $128,975 was made immediately following the consummation of the asset sale
transaction described under Item 2.01 above and the remaining bonus amount of $30,997 is to be paid
out in three equal monthly installments during March, April and May of 2010.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
2.1
|
Asset Purchase Agreement, dated as of February 3, 2010, by and among Web.Com Group, Inc. and Innuity, Inc.(Certain Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.) |
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.
INNUITY, INC. |
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Dated: March 2, 2010 | By: | /s/ Linden N. Barney | ||
Linden N Barney Chief Financial Officer |