Attached files
| file | filename |
|---|---|
| EX-2.2 - Rackwise, Inc. | v228325_ex2-2.htm |
| EX-2.1 - Rackwise, Inc. | v228325_ex2-1.htm |
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): July 8, 2011
VISUAL NETWORK DESIGN, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-163172
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02-0811868
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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517 NW 8 Terrace
Cape Coral, Florida
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33993
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(Address of principal executive offices)
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(Zip Code)
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(239) 220-0108
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(Registrant’s telephone number, including area code)
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Cahaba Pharmaceuticals, Inc.
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(Former name if changed since last report)
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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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 8, 2011 Cahaba Pharmaceuticals, Inc., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its newly formed, wholly owned subsidiary, Visual Network Design, Inc., a Nevada corporation ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Visual Network Design, Inc.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name. Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on July 8, 2011 to effect the Merger, the Company's articles of incorporation were deemed amended to reflect the change in the Company's corporate name.
A copy of the Articles of Merger and Agreement and Plan of Merger as filed with the Secretary of State of Nevada on July 8, 2011 are attached as Exhibits 2.1 and 2.2.
The Company's common stock will temporarily remain listed for quotation on OTC Markets and the OTC Bulletin Board under the current symbol “CAHA” until new a symbol is assigned by Financial Industry Regulatory Authority, Inc. (FINRA). The Company will publicly announce the new trading symbol when assigned by FINRA and the effective date of the symbol change.
We are currently engaged in discussions with Visual Network Design, Inc., a Delaware corporation (“VNDI-Delaware”), regarding a possible business combination involving the two companies. At this stage, no definitive agreement has been entered into and neither party is currently bound to proceed with the transaction. There can be no assurances that a definitive agreement will be entered into and a business combination consummated. With the permission of VNDI-Delaware and as provided herein, we have changed our name to Visual Network Design, Inc., a Nevada corporation, to facilitate these discussions. If the parties determine not to proceed with the business combination, we will change our name back to Cahaba Pharmaceuticals, Inc. or adopt another name
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
See Item 1.01 above.
Item 8.01 Other Events.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits filed as part of this Current Report are as follows:
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Exhibit No.
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Description
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2.1
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Articles of Merger as filed with the Nevada Secretary of State on July 8, 2011
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2.2
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Agreement and Plan of Merger, dated July 8, 2011, by and between Cahaba Pharmaceuticals, Inc. and Visual Network Design, Inc.
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SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
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VISUAL NETWORK DESIGN, INC.
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Dated: July 11, 2011
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By:
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/s/ Kenneth Spiegeland
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Name: Kenneth Spiegeland
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President
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