Attached files
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| EX-99.1 - OPTION PLACEMENT, INC. | v195463_ex99-1.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): August 26, 2010
OPTION PLACEMENT,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53638
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26-2415625
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2328 B Hartford Road, Austin, TX
78703
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (512)
750-5844
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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¨
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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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¨
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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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Item
1.01. Entry Into A Material Definitive Agreement.
Option
Placement, Inc., a Nevada corporation (the "Company"), and the Company's sole
stockholder, Jonathan Patton ("Mr. Patton"), entered into a Share Exchange
Agreement (the “Share Exchange Agreement”) effective August 26, 2010 with Tiga
Energy Services, Inc., a Texas corporation (“Tiga”), and all of the shareholders
of Tiga (the “Tiga Shareholders”). Under the Share Exchange
Agreement:
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·
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the
Company agreed to acquire 100% of the outstanding shares of capital stock
of Tiga from the Tiga Shareholders by issuing one share of its common
stock in exchange for each share of Tiga common stock outstanding, equal
to an aggregate of 4,114,000 shares (the "Share
Exchange");
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·
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the
Company agreed to assume all of Tiga's obligations to issue capital stock
under the terms of securities convertible into or exercisable for up to
750,000 shares of common stock (which number is subject to adjustment in
the event of certain fundamental corporate transactions, such as a stock
split or recapitalization); and
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·
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Tiga
agreed to pay Jonathan Patton, the holder of all of the outstanding shares
of the Company’s common stock ("Mr. Patton"), $100,000 upon the final
closing of the Share Exchange
Agreement.
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Pursuant
to the terms of the Share Exchange Agreement, the Company expects there will be
approximately 5,239,000 shares of common stock outstanding after giving effect
to the transactions contemplated by the Share Exchange Agreement but without
giving effect to the issuance of common stock upon the conversion or exercise of
any Tiga securities the obligations under would be assumed by the
Company. Of the shares of common stock outstanding after giving
effect to the Share Exchange, 78.53% will be owned by the current Tiga
Shareholders and 21.47% will be owned by Mr. Patton.
The
consummation of the Share Exchange is subject to certain
conditions. If consummated, the Share Exchange will result in a
change-in-control of the Company and the assumption by the Company of Tiga’s
operations and liabilities. In connection with the change-in-control,
there will be a new Board of Directors (subject to the expiration of the waiting
period required by a filing to be made with the SEC to report the change in the
majority of members of the Company's board) and management of the Company. In
addition, the Company would amend its articles of incorporation to change its
name to “Tiga Energy Services, Inc.”
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed herewith:
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Exhibit No.
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Description
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99.1
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Share
Exchange Agreement dated August 26, 2010 among Option Placement, Inc.,
Jonathan Patton, Tiga Energy Services, Inc. and all of the shareholders of
Tiga Energy Services,
Inc.
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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.
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OPTION
PLACEMENT, INC.
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Dated:
August 27, 2010
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By:
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/s/ Jonathan Patton
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Name:
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Jonathan Patton
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Title:
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President
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