Attached files
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| EX-99 - Teleconnect Inc. | v199366_ex99.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
October
19, 2010
Date of
Report
(Date of
earliest event reported)
Teleconnect
Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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0-230611
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90-0294361
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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Oude Vest
4
4811 BD
Breda
The
Netherlands
(Address
of principal executive offices)
Registrant's
telephone number, including area
code: 011-31-630-048-023
(Former
name and 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
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Section
1 Registrant’s
Business and Operations
Item
1.01 Entry into a Material Agreement
On
October 15, 2010, Teleconnect Inc. (“Teleconnect”) completed the acquisition of
Hollandsche Exploitatie Maatschappij BV (HEM). HEM, a Dutch company established
in 2007, that has developed the age validation system
‘Ageviewers’. Teleconnect had previously disclosed its intention to
acquire HEM in a Form 8-K filing dated May 4, 2010.
The
purchase of HEM was subject to an assessment of the viability of HEM’s business
plan by Teleconnect’s management. Also, a special written meeting of
the stockholders was called for where 91.69% of the shareholders of the Company
ratified the Board’s decision to complete this purchase.
Our
assessment included, but was not limited to analyses of the employed technology
and HEM’s intellectual property rights, as well as a thorough analysis of the
market. In addition, a report on the value of HEM and the launch readiness of
Ageviewers were requested from independent third parties. During
our assessment, HEM’s management demonstrated the viability of the Ageviewers
solution by entering into contract with over 20 alcohol outlets in the
Netherlands for a period of 36 months – which was previously defined in HEM’s
business plan as a milestone to be achieved before September 30th
2010.
On
October 15, 2010, Teleconnect and HEM formalized a contract before a Public
Notary in The Netherlands, whereby Teleconnect has purchased HEM in exchange for
12% of the outstanding shares – post issuance – of Teleconnect
We have
identified risk factors which could affect the success of HEM’s
business. For instance, the resistance from commercial parties
that benefit from the sales of alcohol and tobacco is expected to be well
organized. Teleconnect management believes that despite this possible resistance
and other obstacles, an effective solution such as Ageviewers is likely to be
implemented. Teleconnect expects that in due time, the Ageviewers system can
play a prominent role in the prevention of sales of alcohol and tobacco to
minors by retail businesses.
Item
3.02 Unregistered Sales of
Equity Securities
On October 15, 2010, Teleconnect issued
675,505 shares of its restricted common stock in connection with its acquisition
of Hollandsche Exploitatie Maatschappij BV (“HEM”) in reliance upon the
exemption from registration provided by Section 4(2) under the Securities Act of
1933. The beneficial owners of HEM, through the company Wilroot BV
which wholly owns HEM and which was purchased entirely by Teleconnect, were
Sciarone Interim Sales BV, Marcus Communicatie BV, HITD Information Technology
BV, and DLB finance & consultancy BV., who received 190,830 shares, 236,427
shares, 236,427 shares, and 11,821 shares of common stock of Teleconnect Inc,
respectively. DLB finance & consultancy BV was already the owner
of 291,180 shares before this new emission. Mr. Dirk L. Benschop is
the owner of DLB finance & consultancy BV and a director and the President
of Teleconnect Inc.
Section 9
– Financial Statements and Exhibits
Item 9 – Financial Statements and
Exhibits
Teleconnect
will file, within 70 days of the closing of this transaction, the audited
financials with an Amendment to this Form 8-K.
Exhibits
10.1 The material contracts
for this transaction have been recorded in Dutch. As such, the
English translation of these agreements will be prepared and filed in the
Amended 8-K mentioned in Item 9.
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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Date:
October 19, 2010
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Teleconnect
Inc.
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/s/
Dirk L. Benschop
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Dirk
L. Benschop, President
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