Attached files
| file | filename |
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| EX-10.3 - EXHIBIT 10.3 - ANDAIN, INC. | exhibit_10-3.htm |
| EX-10.8 - EXHIBIT 10.8 - ANDAIN, INC. | exhibit_10-8.htm |
| EX-10.2 - EXHIBIT 10.2 - ANDAIN, INC. | exhibit_10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - ANDAIN, INC. | exhibit_10-1.htm |
| EX-10.4 - EXHIBIT 10.4 - ANDAIN, INC. | exhibit_10-4.htm |
| EX-10.7 - EXHIBIT 10.7 - ANDAIN, INC. | exhibit_10-7.htm |
| EX-10.5 - EXHIBIT 10.5 - ANDAIN, INC. | exhibit_10-5.htm |
| EX-10.6 - EXHIBIT 10.6 - ANDAIN, INC. | exhibit_10-6.htm |
U.S. 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 31, 2010
ANDAIN, INC.
(Exact Name of Company as Specified in Its Charter)
| Nevada | 0-51216 | 20-2066406 | ||
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) | (I.R.S. Employer
Identification No.)
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| 400 South Beverly Drive, Suite 312, Beverly Hills, California | 90212 | ||
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Company’s telephone number, including area code: (310) 286-1777
5190 Neil Road, Suite 430, Reno, Nevada 89502
(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 Company under any of the following provisions (See General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) On January 1, 2011, the Company entered into an Employment Agreement with Sam Elimelech, the Company’s president. This agreement replaces the former employment agreement with the Company, cancelled on December 31, 2010, as discussed below (see Exhibit 10.1). Under this agreement, the Company will pay Mr. Elimelech $15,000 per month commencing on the effective date and terminating December 31, 2012, and $20,000 per month commencing January 1 2013 and on. During the period of this agreement, at the end of the calendar month which Mr. Elimelech desires, he can convert salary due into restricted shares of Company common stock at the trading price per share at the conversion date. This agreement also provides for certain other benefits.
(b) On January 1, 2011, the Company entered into an Employment Agreement with Gai Mar-Chaim, the Company’s secretary/treasurer. This agreement replaces the former employment agreement with the Company, cancelled on December 31, 2010, as discussed below (see Exhibit 10.2). Under this agreement, the Company will pay Mr. Mar-Chaim $15,000 per month commencing on the effective date and terminating December 31, 2012, and $20,000 per month commencing January 1 2013 and on. During the period of this agreement, at the end of the calendar month which Mr. Mar-Chaim desires, he can convert salary due into restricted shares of Company common stock at the trading price per share at the conversion date. This agreement also provides for certain other benefits.
(c) On January 5, 2011, the Company entered into a Regulation S Stock Purchase Agreement with Mr. Elimelech (see Exhibit 10.3). Under this agreement, Mr. Elimelech purchased from the Company 4,000,000 restricted shares of common stock at $0.001) per share for a total consideration of $4,000. These shares were actually issued on or about March 1, 2011.
(d) On January 5, 2011, the Company entered into a Regulation S Stock Purchase Agreement with Mr. Mar-Chaim (see Exhibit 10.4). Under this agreement, Mr. Mar-Chaim purchased from the Company 4,000,000 restricted shares of common stock at $0.001) per share for a total consideration of $4,000. These shares were actually issued on or about March 1, 2011.
(e) On January 14, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an Ontario limited partnership (“Purchaser”) (see Exhibit 10.5). Under this agreement, the Purchaser purchased from the Company 266,667 restricted shares of common stock at $0.75) per share for a total consideration of $200,000. The Purchaser is an affiliate of the Company. These shares were issued on or about January 14, 2011.
In connection with this agreement, the Company issued to the Purchaser an option to purchase 1,000,000 restricted shares of the Company’s common stock, dated January 14, 2011. See Exhibit 10.6. This option s exercisable for a period of 24 months from the date of filing a Form 15c2-11 with FINRA at an exercise price that is equal to the public offering price of the common stock in a future Form S-1 registration statement of the Company.
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(f) On January 31, 2011, the Company entered into a Stock Purchase Agreement with Meizam Arad Investments Ltd., a new wholly owned subsidiary of the Company organized in Israel in January 2011 for tax purposes. See Exhibit 10.7.
(g) On January 31, 2011, as part of the transaction mentioned in (d) above, the Company’s subsidiary, Meizam – Advanced Enterprise Center Arad Ltd., entered into a Stock Purchase Agreement with the Company’s other subsidiary, Meizam Arad Investments Ltd. See Exhibit 10.8.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
(a) On December 31, 2010, the Company cancelled the Employment Agreement between Mr. Elimelech and the Company, dated July 3, 2006.
(b) On December 31, 2010, the Company cancelled the Employment Agreement between Mr. Mar-Chaim and the Company, dated July 3, 2006.
(c) On January 6, 2011, the Company terminated the consulting agreement entered into with Pangea Investments GmbH on July 3, 2006. Since Pangea did not deliver consulting and management services under this agreement during the period 2006-2010, the firm is not eligible for any management fees as specified under that agreement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Company sold restricted shares of common stock as described under Item 1.01 above. With respect to these sales of unregistered securities, the Company relied on the exemptive provisions of Rule 506 of Regulation D under the Securities Act of 1933, as amended. At all times relevant the securities were offered subject to the following terms and conditions:
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the sales were made exclusively to accredited or sophisticated investors, as defined in Rule 502;
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the purchasers were given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
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at a reasonable time prior to the sale of securities, the purchaser were advised of the limitations on resale in the manner contained in Rule 502(d)2;
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neither the company nor any person acting on its behalf sold the securities by any form of general solicitation or general advertising; and
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No commissions were paid in connection with any of these sales. All funds received from the sale of the common stock are to be used for working capital purposes. All share certificates bear a legend restricting their disposition.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Andain, Inc.
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Dated: March 17, 2011
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/s/ Sam Shlomo Elimelech, President | |
| Sam Shlomo Elimelech, President | ||
EXHIBIT INDEX
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10.1
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Employment Agreement between the Company and Sam Elimelech, dated January 1, 2011 (filed herewith).
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10.2
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Employment Agreement between the Company and Gai Mar-Chaim, dated January 1, 2011 (filed herewith).
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10.3
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Regulation S Stock Purchase Agreement between the Company and Sam Elimelech, dated January 5, 2011 (filed herewith).
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10.4
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Regulation S Stock Purchase Agreement between the Company and Gai Mar-Chaim, dated January 5, 2011 (filed herewith).
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10.5
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Regulation S Stock Purchase Agreement between the Company and 1568934 Ontario Limited, dated January 14, 2011 (filed herewith).
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10.6
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Option issued to 1568934 Ontario Limited by the Company, dated January 14, 2011 (filed herewith).
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10.7
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Stock Purchase Agreement between the Company and Meizam Arad Investments Ltd., dated January 31, 2011 (filed herewith).
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10.8
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Stock Purchase Agreement between Meizam – Advanced Enterprise Center Arad Ltd and Meizam Arad Investments Ltd., dated January 31, 2011 (filed herewith).
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