Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - REMARK HOLDINGS, INC. | exhibit_32.htm |
| EX-31.1 - EXHIBIT 31.1 - REMARK HOLDINGS, INC. | exhibit_31-1.htm |
| EX-31.2 - EXHIBIT 31.2 - REMARK HOLDINGS, INC. | exhibit_31-2.htm |
| EX-10.39 - EXHIBIT 10.39 - REMARK HOLDINGS, INC. | exhibit_10-39.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-33720
________________________________________
HSW INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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33-1135689
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Six Concourse Parkway, Suite 1500
Atlanta, GA 30328
(Address of principal executive offices, including zip code)
(404) 364-5823
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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NASDAQ Capital Market
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).
Yes o No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yeso Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
At March 28, 2011, 5,424,455 shares of the Registrant’s common stock, $0.001 par value per share, were outstanding. The aggregate market value of the common stock held by nonaffiliates of the registrant was approximately $4,360,430 as of June 30, 2010, based on the closing price of the Common Stock on that date on the Nasdaq Global Market. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such person might be deemed to be an affiliate. This determination of affiliate status might not be conclusive for other purposes.
Documents incorporated by reference: None.
This Amendment No. 2 amends our Annual Report on Form 10-K for the year ended December 31, 2010 initially filed with the Securities and Exchange Commission on March 29, 2011 (the “Original Filing”) and previously amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 4, 2011 (together with the Original Filing, the “Form 10-K”). This Amendment No. 2 is being filed to restore provisions of Exhibit 10.39 that we had originally requested be treated confidentially. The restoration of the redacted provisions is being made at the request of the staff of the Securities and Exchange Commission. We also made corresponding changes to the Exhibit Index in Item 15 of Part IV.
Except as set forth above, the Form 10-K has not been amended, updated or otherwise modified, and does not reflect events occurring after March 29, 2011, the date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events.
This Amendment No. 2 includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, attached as Exhibits 31.1, 31.2 and 32 to this Amendment No. 2.
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
Schedule II
HSW International, Inc.
Valuation & Qualifying Accounts
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Classification
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Balance at beginning of year
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Additions charged to costs and expenses
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Deductions
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Balance at end of year
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||||||||||||
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Year ended December 31, 2010:
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||||||||||||||||
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Allowance for doubtful accounts
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$
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—
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$
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—
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$
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—
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$
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—
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||||||||
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Valuation allowance for deferred taxes
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$
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19,081,594
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$
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1,922,775
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$
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4,530
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$
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20,999,839
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Year ended December 31, 2009:
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||||||||||||||||
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Allowance for doubtful accounts
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$
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15,343
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$
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—
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$
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15,343
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$
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—
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||||||||
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Valuation allowance for deferred taxes
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$
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15,108,498
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$
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3,973,096
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$
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—
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$
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19,081,594
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All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
(b) Exhibits.
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Exhibit
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Registrant’s
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Exhibit
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Filed
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|||||||||||||||
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Number
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Description of Document
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Form
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Dated
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Number
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Herewith
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|||||||||||||
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2.1
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Agreement and Plan of Merger, dated as of April 20, 2006, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.
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S-4/A
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07/10/07
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Annex A
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||||||||||||||
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2.2
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First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.
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S-4/A
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07/10/07
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Annex B
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||||||||||||||
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2.3
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Second Amendment to Agreement and Plan of Merger, dated August 23, 2007, among HowStuffWorks, Inc., HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.
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S-1/A
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01/14/08
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2.3
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||||||||||||||
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2.4
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Share Purchase Agreement among INTAC International, Inc., China Trend Holdings Ltd. and Wei Zhou, dated February 15, 2008
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8-K
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2/20/08
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2.4
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||||||||||||||
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2.5†
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Agreement and Plan of Merger dated as of November 26, 2008, by and among HSW International, Inc., DS Newco, Inc., DailyStrength, Inc. and Douglas J. Hirsch
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8-K
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12/03/08
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10.25
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||||||||||||||
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2.6 (1)
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Asset Purchase Agreement by and among HSW International, Inc., DailyStrength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009
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10-Q
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11/16/09
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10.28
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||||||||||||||
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3.1
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Amended and Restated Certificate of Incorporation of HSW International, Inc., as amended
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10-K
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4/15/10
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3.1
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||||||||||||||
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3.2
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Second Amended and Restated Bylaws of HSW International, Inc.
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8-K
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12/18/07
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3.2
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||||||||||||||
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4.1
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Specimen certificate of common stock of HSW International, Inc.
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S-4/A
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07/10/07
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4.1
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||||||||||||||
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4.2
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HSW International 2006 Equity Incentive Plan
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S-8
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11/05/07
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4.2
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||||||||||||||
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4.3
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Registration Rights Agreement among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007
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8-K
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10/09/07
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10.6
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||||||||||||||
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Exhibit
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Registrant’s
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Exhibit
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Filed
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|||||||||||||||
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Number
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Description of Document
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Form
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Dated
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Number
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Herewith
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|||||||||||||
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4.4
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Registration Rights Agreement among HSW International, Inc. and American investors dated as of October 2, 2007
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8-K
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10/09/07
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10.5
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||||||
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4.5**
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Affiliate Registration Rights Agreement dated as of October 2, 2007
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8-K
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10/09/07
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10.7
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||||||
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4.6
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Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC
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8-K
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3/10/11
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4.6
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||||||
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10.1
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Amended and Restated Stockholders Agreement, dated as of January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc. and Wei Zhou
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S-4/A
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07/10/07
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Annex H
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||||||
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10.2
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First Amendment to Amended and Restated Stockholders Agreement, dated as of December 17, 2007, among HowStuffWorks, Inc., HSW International and Wei Zhou
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S-1/A
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01/14/08
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10.2
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||||||
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10.3
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Contribution Agreement (PRC Territories) between HowStuffWorks, Inc. and HSW International, Inc., dated as of October 2, 2007
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8-K
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10/09/07
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10.2
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||||||
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10.4
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Contribution Agreement (Brazil) between HowStuffWorks, Inc. and HSW International, Inc. dated as of October 2, 2007
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8-K
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10/09/07
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10.1
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||||||
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10.5
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Update Agreement between HowStuffWorks, Inc. and HSW International, Inc. dated as of October 2, 2007
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8-K
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10/09/07
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10.4
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||||||
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10.6
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Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and Ashford Capital Management, Inc.
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S-4/A
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07/10/07
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Annex I-a
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||||||
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10.7
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First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and Ashford Capital Partners, L.P.
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S-1/A
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01/14/08
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10.7
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||||||
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10.8
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Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and Harvest 2004, LLC
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S-4/A
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07/10/07
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Annex I-b
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||||||
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10.9
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First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and Harvest 2004, LLC
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S-1/A
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01/14/08
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10.9
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||||||
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10.10
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Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. and the Purchasers named therein
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S-4/A
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07/10/07
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Annex I-c
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Exhibit
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Registrant’s
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Exhibit
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Filed
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||||||||||||
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Number
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Description of Document
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Form
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Dated
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Number
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Herewith
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||||||||||
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10.11
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First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. and the Purchasers named therein
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S-1/A
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01/14/08
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10.11
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|||||||||||
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10.12
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Stock Purchase Agreement dated April 20, 2006 between HSW International and DWS Finanz-Service GmbH
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S-4/A
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07/10/07
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Annex K
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|||||||||||
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10.13
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First Amendment to Stock Purchase Agreement dated January 29, 2007 between HSW International and DWS Finanz-Service GmbH
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S-4/A
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07/10/07
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Annex L
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|||||||||||
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10.14**
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Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International and Jeffrey T. Arnold
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S-4
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03/14/07
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10.11
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|||||||||||
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10.14.1**
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Amendment No. 1 to the Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International and Jeffrey T. Arnold
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8-K
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9/23/08
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10.14
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|||||||||||
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10.15
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Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. related to certain rights in India and Russia dated as of December 17, 2007
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S-1/A
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01/14/08
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10.15
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|||||||||||
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10.16
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Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. related to certain trademark rights dated as of December 17, 2007
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S-1/A
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01/14/08
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10.16
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|||||||||||
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10.17**
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Employment Agreement dated October 16, 2001 between INTAC International, Inc. and Wei Zhou (filed by INTAC International, Inc., Commission File No 000-32621)
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8-K
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10/30/01
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10.5
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|||||||||||
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10.18
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Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou
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S-4/A
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07/10/07
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Annex R
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|||||||||||
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10.19
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First Amendment to Share Purchase Agreement dated as of August 23, 2007 among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou
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S-1/A
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01/14/08
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10.19
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|||||||||||
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10.20
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Termination Agreement by and between HSW International, Inc. and HowStuffWorks, Inc., dated as of December 17, 2007
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S-1/A
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01/14/08
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10.20
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|||||||||||
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10.21
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Stock Purchase Agreement between HSW International, Inc. and the investors named therein, dated February 15, 2008
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8-K
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2/20/08
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10.21
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|||||||||||
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Exhibit
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Registrant’s
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Exhibit
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Filed
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|||||||
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Number
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Description of Document
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Form
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Dated
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Number
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Herewith
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10.22**
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Separation Agreement with J. David Darnell dated May 13, 2008
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10-Q
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5/15/08
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10.22
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|||||||
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10.23†**
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2008 Executive Compensation Plan
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8-K/A
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1/16/09
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10.23
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|||||||
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10.24†
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Content License Agreement dated September 17, 2008 between HSW International, Inc. and World Book, Inc. and Amendment
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10-Q
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11/14/08
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10.24
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|||||||
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10.25
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Form of Director and Officer Indemnification Agreement
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8-K
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1/16/09
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10.1
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|||||||
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10.26**
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Letter Agreement by and between HSW International, Inc. and Gregory Swayne dated September 28, 2009
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10-Q
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11/16/09
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10.26
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|||||||
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10.27**
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Confidential Separation and Release Agreement dated as of September 28, 2009, by and between HSW International, Inc. and Henry Adorno
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10-Q
|
11/16/09
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10.27
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|||||||
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10.29
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Subscription Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009
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10-Q
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11/16/09
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10.29
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|||||||
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10.30
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Secured Promissory Note issued by HSW International, Inc. to Sharecare, Inc., dated as of October 30, 2009
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10-Q
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11/16/09
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10.30
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|||||||
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10.31†
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Letter Agreement for Services Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009
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10-Q/A
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1/22/10
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10.31
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|||||||
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10.31.1
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First Amendment to the Letter Agreement for Services by and between Sharecare, Inc. and HSW International, Inc. dated December 30, 2009
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8-K
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1/7/10
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10.31.1
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|||||||
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10.31.2
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Second Amendment to the Letter Agreement for Services by and between Sharecare Inc and HSW International, Inc. dated June 30, 2010
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10-Q
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8/12/2010
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10.35
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|||||||
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10.32
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License Agreement dated as of October 30, 2009, by and among HSW International, Inc., Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC
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10-Q/A
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1/22/10
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10.31
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|||||||
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10.33
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Sublease Agreement by and between HSW International, Inc. and Sharecare, Inc. dated as of March 30, 2010
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8-K
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4/5/10
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10.33
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|||||||
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Exhibit
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Registrant’s
|
Exhibit
|
Filed
|
|||||||
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Number
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Description of Document
|
Form
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Dated
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Number
|
Herewith
|
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10.34**
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Letter Agreement by and between HSW International, Inc. and Eric Orme
|
10-Q
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5/14/10
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10.34
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||||||||
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10.35**
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HSW International, Inc. 2010 Equity Plan
|
8-K
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6/21/10
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10.34
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||||||||
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10.37
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Senior Revolving Credit Agreement dated March 4, 2011 between HSW International, Inc. and Theorem Capital LLC
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8-K
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3/10/11
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10.37
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||||||||
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10.38
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Revolving Promissory Note dated March 4, 2011 issued to Theorem Capital LLC
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8-K
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3/10/11
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10.38
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||||||||
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10.39
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Option to Purchase Shares of Common Stock between HSW International Inc. and Sharecare Inc. dated November 17, 2010
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X
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||||||||||
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10.40
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Services Agreement effective as of April 19, 2010, between HSW International, Inc. and Discovery Communications, LLC.
|
10-K
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3/29/11
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10.40
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||||||||
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14.1
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HSW International, Inc. Amended and Restated Code of Business Conduct and Ethics
|
8-K
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4/18/08
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14.1
|
||||||||
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21.1
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Subsidiaries
|
|||||||||||
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23.2.1
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Consent of PricewaterhouseCoopers LLP
|
10-K
|
3/29/11
|
23.21.1
|
||||||||
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31.1
|
Certification by the Principal Executive Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended
|
X
|
||||||||||
|
31.2
|
Certification by the Principal Financial and Accounting Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended
|
X
|
||||||||||
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32*
|
Certification by the Principal Executive Officer and Certification by the Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||||||||
____________________________________________________
(1) Schedules and exhibits have been omitted from the exhibit. A list of omitted schedules and exhibits is set forth immediately following the table of contents of the exhibit. Copies will be provided to the Commission upon request.
† The registrant has requested confidential treatment with respect to certain portions of this exhibit. Such portions have been omitted from this exhibit and have been filed separately with the United States Securities and Exchange Commission.
* This exhibit is hereby furnished to the SEC as an accompanying document and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Section nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
**Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 24th day of June 2011.
|
HSW INTERNATIONAL, INC.
|
||
|
By:
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/s/ Gregory M. Swayne
|
|
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Name:
|
Gregory M. Swayne
|
|
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Title:
|
Chief Executive Officer
|
|