Attached files
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): December 23, 2010
NETFONE, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-52317 98-0438201
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 Westheimer, Suite 200, Houston, TX 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 713-968-6569
N/A
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 23, 2010, Netfone, Inc. ("WE", "US" or the "COMPANY") entered
into a into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") with
Orange Capital Corp., a corporation existing under the laws of British Columbia
("ORANGE") and ITP Oil & Gas International S.A., a corporation existing under
the laws of Luxembourg ("ITP-LUX"). Upon the satisfaction or waiver of the
conditions set forth in the Share Exchange Agreement, we will acquire all of the
issued and outstanding shares of ITP Impianti e Tecnologie di Processo S.p.A., a
corporation existing under the laws of Italy ("ITP") in exchange for the Company
issuing and delivering to ITP-Lux such number of shares which results in current
holders of the Company having 6% of the outstanding shares of the Company and
ITP Lux having 94% (the "SHARE EXCHANGE"). Upon consummation of the Share
Exchange, the board of directors of the Company will all be appointed by
ITP-Lux. The closing of the Share Exchange is anticipated to occur on or about
March 31st, 2011 or an earlier date agreed to by all parties to the Share
Exchange Agreement.
The issuance of an expected 34,000,000 shares of our common stock to
ITP-Lux so that they will own 94% of the Company's common stock upon closing
will result in substantial dilution to current shareholders of our Company.
Pursuant to the terms of the Share Exchange Agreement, concurrently with or
prior to the consummation of the Share Exchange, among other matters, we are
required and have agreed to:
* Effectuate a reverse stock split of the Company's issued and
outstanding common stock, par value $0.001 per share (the "COMMON
STOCK"), at a ratio of 1 for 2.4, to become effective prior to the
closing of the Share Exchange. The number of authorized shares of
Common Stock has been agreed to be increased from 100,000,000 shares
of Common Stock to 1,000,000,000 shares. As a result of the reverse
stock split, every 2.4 shares of the Company's Common Stock issued and
outstanding immediately prior to the effective time for the stock
split would be combined and reclassified into one share of Common
Stock. The Company would not issue fractional shares of Common Stock.
Fractional shares resulting from the reverse stock split will be
rounded up to the next whole share;
* Cancel 3,166,670 (on a post reverse stock split basis) restricted
Common Shares issued by the Company to Charles El-Moussa, our current
president. Mr. El-Moussa has agreed to the cancellation as a condition
of the ITP transaction;
* In consideration of Orange indemnifying ITP-Lux as to certain
representations, issue to Orange certain unregistered warrants to
purchase shares of our Common Stock expiring on the fourth anniversary
of the consummation of the Share Exchange (the "WARRANTS"). The number
of shares of Common Stock issuable under the Warrants shall represent
the aggregate of:
* One and a half percent (1.5%) of our total share capital at the
closing of the Share Exchange at an exercise price which equals
seventy five million U.S. dollars ($75,000,000) divided by our
total share capital at the closing of the Share Exchange;
currently estimated to represent 541,613 warrants (on an after
stock split basis) with an exercise price of $2.08; and
* One and a half percent (1.5%) of our total share capital at the
closing of the Share Exchange at an exercise price which equals
one hundred million U.S. dollars ($100,000,000) divided by our
total share capital at the closing of the Share Exchange;
currently estimated to represent the 541,613 warrants (on an
after stock split basis) with an exercise price of $2.77.
* Change our corporate name from "Netfone Inc." to such name as ITP-Lux
may designate;
* Change our corporate purpose in our Articles of Incorporation to
conform with the business purpose of ITP; and
* Change our corporate domicile into, and continue our corporate
existence pursuant to, the laws of the State of Delaware.
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As of the closing of the Share Exchange, the shares of the Company's Common
Stock to be issued under the Share Exchange Agreement to ITP-Lux, the Warrants
issuable to Orange and the shares of Common Stock issuable under the Warrants,
will not have been registered under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), or any state securities laws and unless so registered at a
later time, may not be sold except in a transaction registered under, or exempt
from, the registration provisions of the Securities Act and applicable state
securities laws. No registration rights have been granted regarding these
shares, the Warrants or the shares underlying the Warrants.
We have agreed that until such time as the Share Exchange Agreement is
consummated or terminated, which shall not be later than March 31, 2011, we,
Orange and ITP-Lux will not, directly or indirectly solicit, initiate, entertain
or accept any inquiries or proposals from, discuss or negotiate with, provide
any non-public information to, or consider the merits of any unsolicited
inquiries or proposals from, any person or entity relating to any transaction
involving the sale of the business or assets (other than in the ordinary course
of business), or any of the capital stock of ITP or the Company, as applicable,
or any merger, consolidation, business combination, or similar transaction other
than as contemplated by the Share Exchange Agreement.
The foregoing description of the Share Exchange Agreement is only a summary
and is qualified in its entirety by reference to the full text of the Share
Exchange Agreement, which is attached hereto as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated by reference in this Item 1.01.
The Share Exchange Agreement governs the contractual rights among the
parties thereto in relation to the Share Exchange and has been attached hereto
pursuant to applicable rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC") but is not intended to provide any other factual
information about the Company or any other party. The Share Exchange Agreement
and other exhibits filed with this Form 8-K do not modify or supplement any
factual disclosures about the Company in our public reports filed with the SEC.
Investors and security holders are not third party beneficiaries under the Share
Exchange Agreement or other such exhibits. In particular, the Share Exchange
Agreement is not intended to be, and should not be relied upon as, disclosure
regarding any facts and circumstances relating to the Company or ITP. Further,
the representations, warranties and covenants contained in the Share Exchange
Agreement have been made as of specific dates set forth therein with the
principal purpose of establishing the circumstances in which a party may have
the right not to close the Share Exchange if the representations and warranties
of the other party prove to be untrue due to a change in circumstance or
otherwise, and allocating risk between the parties, rather than establishing
matters as facts. In many cases, these representations, warranties and covenants
are subject to limitations agreed upon by the parties and are the result of a
negotiated allocation of contractual risk among the parties and, taken in
isolation, do not necessarily reflect facts about any of the parties thereto.
Likewise, any references to materiality contained in these representations and
warranties may not correspond to concepts of materiality applicable to investors
or security holders. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Share Exchange
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosure. For the foregoing reasons, no person should rely on
any of the representations, warranties or covenants contained in the Share
Exchange Agreement or any other exhibits hereto as statements of factual
information.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
At closing under the Share Exchange Agreement, the Company will issue,
subject to terms and conditions contained in the Share Exchange Agreement,
shares of our Common Stock and Warrants to purchase shares of our Common Stock
that will not be registered under the Securities Act, in reliance upon the
exemption from the registration requirements as provided in Regulation S of the
Securities Act. See also Item 1.01 of this report for additional information
relating to the issuance of the Common Stock and the Warrants.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Immediately after the closing of the Share Exchange Agreement, ITP-Lux is
expected to become the Company's largest and controlling shareholder, with 94%
ownership of the total number of shares of Common Stock of the Company issued
and outstanding and issuable by the Company (excluding only the shares of Common
Stock issuable under the Warrants). See also Item 1.01 of this report for
additional information relating to expected change of control of the Company.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
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2.1* Share Exchange Agreement, dated December 23, 2010 by and among
Netfone, Inc., Orange Capital Corp. and ITP Oil & Gas
International S.A.
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* Schedules and exhibits to the Share Exchange Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes
to furnish a copy of any omitted schedules and exhibits to the SEC upon
request.
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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.
Date: December 24, 2010
Netfone, Inc.
(Registrant)
/s/ Charles El-Moussa
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Signature
Charles El-Moussa, President, Secretary, Treasurer and
Director (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
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Name and Title
