Attached files
| file | filename |
|---|---|
| EX-99.1 - Heritage Global Inc. | v205426_ex99-1.htm |
| EX-10.1 - Heritage Global Inc. | v205426_ex10-1.htm |
| EX-10.2 - Heritage Global Inc. | v205426_ex10-2.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 AND EXCHANGE ACT OF 1934
December
14, 2010 (December 10, 2010)
Date of
report (Date of earliest event reported)
C2
GLOBAL TECHNOLOGIES INC.
(Exact
Name of Registrant as Specified in its Charter)
FLORIDA
(State or
Other Jurisdiction of
Incorporation
or Organization)
|
0-17973
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59-2291344
|
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(Commission
File No.)
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(I.R.S.
Employer Identification
No.)
|
1
Toronto Street, Suite 700, P.O. Box 3, Toronto, Ontario, Canada, M5C
2V6
(Address
of Principal Executive Offices)
(416)
866-3000
(Registrants
Telephone Number, Including Area Code)
3200
- 40 King St. West, Toronto, Ontario, Canada, M5H 3Y2
(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:
|
o
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Written communications 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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o
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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
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
December 10, 2010, C2 Global Technologies Inc. (the “Company”, “we” or “us”)
acquired all of the ownership interests in Counsel RB Capital LLC (“Counsel RB”)
held by each of Kind Chin Associates, LLC (“Kind Chin”), a California limited
liability company, and Forsons Equity, LLC, a New York limited liability company
(“Forsons”). Kind Chin is wholly owned by Adam Reich, co-Chief Executive
Officer of Counsel RB. Forsons is wholly owned by Jonathan Reich, also co-Chief
Executive Officer of Counsel RB.
Prior to
the acquisition, the Company owned 75% of the ownership interest in Counsel RB,
and Kind Chin and Forsons each owned 12.5% of the ownership interest. As a
result of the acquisition, Counsel RB is now a wholly-owned subsidiary of the
Company.
The
foregoing acquisition was accomplished pursuant to two LLC Interest Purchase
Agreements, by and between the Company and each of Kind Chin and Forsons (the
“Purchase Agreements”). Pursuant to the Purchase Agreements, each of
Kind Chin and Forsons received 1,621,000 shares of newly issued common stock in
the Company in exchange for their respective ownership interests in Counsel RB.
The issuance of this stock is described below under Item 3.02, which disclosure
is incorporated herein by reference. Copies of the Purchase Agreements are
attached hereto as Exhibits 10.1 and 10.2.
The foregoing description of the
Purchase Agreements is a general description only and is qualified in its
entirety by reference to each of the Purchase Agreements.
Section
3 – Securities and Trading Markets
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Item 3.02.
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Unregistered Sales of Equity
Securities.
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As described under Item 1.01 above, in
connection with the acquisition of all of the ownership interests in Counsel RB
not already held by the Company, the Company issued 3,242,000 shares of common
stock, par value $0.01 per share (the “Shares”), on December 13, 2010. The
Shares were issued in equal amounts to Kind Chin and Forsons, and as
consideration for the issuance of the Shares, the Company received in exchange
all of the respective ownership interests in Counsel RB held by Kind Chin and
Forsons. Prior to the acquisition, Kind Chin and Forsons in the aggregate owned
25% of the ownership interests of Counsel RB.
The Shares were issued in accordance
with Rule 506 of Regulation D of the Securities Act of 1933 (the “Act”) and were
therefore exempt from registration under the Act pursuant to Act Section 4(2).
The Company determined that each of Kind Chin and Forsons would be deemed
“accredited investors” (as defined under Rule 501 of Regulation D) as the owners
of Kind Chin and Forsons, Adam Reich and Jonathan Reich, respectively, are each
accredited investors in their individual capacity. The Shares were offered in a
private offering only to Kind Chin and Forsons as consideration under the
Purchase Agreements as described above.
2
Section 5 – Corporate Governance and
Management
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Item 5.07.
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Submission
of Matters to a Vote of Security
Holders
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The Company’s Board of Directors
approved a proposal to amend the Company’s Amended and Restated Articles of
Organization to effect a change in the Company’s name from C2 Global
Technologies Inc. to Counsel RB Capital Inc. (the “Proposal”). The Proposal was
then approved pursuant to a written consent of shareholders holding a majority
of the outstanding voting stock of the Company, and without a meeting of
shareholders, as permitted by Florida law and the Company’s articles and bylaws.
An Information Statement will be sent to shareholders regarding the Proposal. No
further shareholder consents are being sought by the Company. The written
consent was given December 10, 2010, will be effective December 20, 2010, and
the name change is expected to be effected on or after January 9,
2011.
Section
8 – Other Events
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Item 8.01
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Other
Events
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On December 13, 2010, the Company
issued the press release attached hereto as Exhibit 99.1 announcing (i) that it
had entered into the Purchase Agreements and issued the Shares as consideration
for the purchase of a minority interest in Counsel RB pursuant thereto and (ii)
the approval of the Proposal to change the name of the Company to “Counsel RB
Capital Inc.”
Section
9 – Financial Statements and Exhibits
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Item 9.01.
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Financial
Statements and Exhibits
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(d) Exhibits
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|||
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No.
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Exhibit
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10.1
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LLC
Interest Purchase Agreement between the Company and Kind Chin, dated
December 10, 2010.
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10.2
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LLC
Interest Purchase Agreement between the Company and Forsons, dated
December 10, 2010.
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99.1
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Press
Release dated December 13,
2010.
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3
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 thereunto
duly authorized.
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C2
Global Technologies Inc.
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|||
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Date:
December 14, 2010
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By:
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/s/ Stephen A. Weintraub
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Name:
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Stephen
A. Weintraub
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Title:
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Chief
Financial Officer and
Corporate
Secretary
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