Form 8-K/A for FURIA ORGANIZATION INC /DE
صبحكم الله بالخير تفضلوا
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29-Sep-2006
Entry into a Material Definitive Agreement, Completion of Acquisiti
Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2006, The FrontHaul Group, Inc., a Delaware corporation ("FHAL"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Conversion Solutions, Inc., a Delaware corporation ("CVSU"). The Merger Agreement contemplates that, subject to the terms and conditions of the Merger Agreement, Conversion Solutions, Inc. will be merged with and into FHAL, with FHAL continuing after the merger as the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Conversion Solutions, Inc. will be converted into the right to receive 1 shares of FHAL common stock, par value $0.001 per share (the "Exchange Ratio"), and each issued, outstanding, unexpired and unexercised CVSU stock option will be converted into FHAL stock options using the Exchange Ratio.
The Board of Directors (the "Board") and Majority shareholders of FHAL has unanimously approved the Merger Agreement. FHAL and CVSU have made customary representations, warranties and covenants in the Merger Agreement. FHAL's covenants include, among others, that (i) CVSU will conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the effective time of the Merger, (ii) FHAL will not engage in any types of transactions during such interim period,
(iii) FHAL and CVSU will not solicit proposals relating to alternative business combination transactions, and (iv) subject to certain exceptions, FHAL and CVSU will not enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions.
FHAL and CVSU intend to file an S-4 registration statement / prospectus in connection with the proposed Merger for the registration of the CVSU share pursuant to the Merger agreement. Completion of the Merger is subject to customary closing conditions, including, among other things, (i) absence of any order or injunction prohibiting the consummation of the Merger; (ii) the accuracy of the representations and warranties of the each party; and (iii) compliance of each party with its covenants.
The Merger Agreement contains certain termination rights for both CVSU and FHAL, and further provides that, upon termination of the Merger Agreement under specified circumstances.
This description of the Merger Agreement is qualified in its entirety by the terms and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.
The Voting Agreements
In connection with the execution of the Merger Agreement, FHAL's executive officers and each member of the Board, in their capacities as stockholders, entered into a Voting Agreement with CVSU (each, a "Voting Agreement"), pursuant to which, among other things, each executive officer of FHAL and member of the . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Financial Accounting Standards Board's Interpretation No. 46, "Consolidation of Variable Interest Entities - an interpretation of ARB No. 51," (revised) ("FIN 46(R)") provides guidance on the identification of and reporting for variable interest entities. FIN 46(R) requires that a company consolidate a variable interest entity when the company is the primary beneficiary of the variable interest entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both, as a result of holding a variable interest.
As a result of the agreement noted in Item 1.01, the Company has concluded that it is the primary beneficiary of Conversion Solutions, Inc. as defined by FIN 46(R) and, therefore, will consolidate The FrontHaul Group, Inc and Conversion Solutions, Inc. financial results at the filing of the Company's Fourth quarter June 30, 2006 10KSB of fiscal 2005.
Item 2.02 Results of Operations and Financial Condition.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the Financial Statement of CVSU for the period of July 1, 2005 thru June 30, 2006, is attached hereto as Exhibit 9.1 and will be the starting point for the consolidated financial information that will be filed in the company's 10-K.
Item 3.01 Transfer of Listing.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving name of the corporation and trading symbol will be Conversion Solutions, Inc (OCT BB: CVSU).
Item 3.02 Unregistered Sales of Equity Securities.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the following securities are issued to the exiting officer per employment contracts;
(a) David Perley Operations Manager 2,000,000 Common Shares
(b) Randy Moseley Chief Financial Officer 1,000,000 Common Shares
(c) Jacquie O'Neill Account Manager 30,000 Common Shares
(d) Jerry Willeford Fleet Manager 20,000 Common Shares
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving Directors and Officer of the Reorganized corporations are listed as follows:
Exiting Board of Directors
(a) Michael Alexander Chairman
Exiting Officers
(a) Michael Alexander Chief Executive Officer
(b) Randy Moseley Chief Financial Officer
(c) Jacquie O'Neill Account Manager
(d) Jerry Willeford Fleet Manager
(e) David Perley Operations Manager
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Surviving Board of Directors
(a) Rufus Paul Harris Chairman
(b) Ben Stanley Director
(c) Jerry Bivens Director
(d) John Walsh Director
Surviving Officers
(a) Rufus Paul Harris Chief Executive Officer
(b) Ben Stanley Chief Operating Officer
(c) Darryl Horton Chief Financial Officer
(d) Jerry Bivens Corporate Secretary
(e) Romeo Venditti Executive Vice President of Global Investements
(f) Sabra Dabbs Executive Vice President Investments
(g) John Walsh Executive Vice President Administrations
Rufus Harris - Chairman & Chief Executive Officer & President Mr. Harris is the Founder and originator of Waatle Holdings Corp, Arizona Corporation and Conversion Solutions, Inc a Delaware Corporation. The co-founder of Songwi Trust. His experiences range from high-end corporate financing to bond origination. Mr. Harris has facilitated and originated projects, corporate and bond financing for more than 10 years.
Ben Stanley - Director & Chief Operating Officer Mr. Stanley is the Founder and co-originator of Waatle Holdings Corp and CVSU and the co-founder of Songwi Trust. His experiences range from high-end corporate financing to bond origination. Mr. Stanley has facilitated and originated projects, corporate and bond financing for more than 15 years.
John Walsh - Director & Executive Vice President Administrations Mr. Walsh formerly served as Controller, Birmingham Southeast, LLC a subsidiary of Birmingham Steel Corporation. Prior to that, Mr. Walsh has more than 25 years of experience as a Controller and Administrator in several industries,
i.e., molded rubber, chemicals, fibers, PVC film, and consulting. His experience includes more than 18 years with Hoechst Corporation, a Fortune 100 Company, with ever-increasing responsibilities. He last served as Director of Financial Administration at the Hoechst PVC Film Division.
Darryl Horton, CPA - Chief Financial Officer Mr. Horton is a graduate of Accounting (cum laude) from Michigan State University and has an array of experiences that include fifteen years working as an executive with the State of Michigan. Mr. Horton has served State Government as Director of Internal Audits and he is currently the Director of the Division of Licensing & Certification, which is responsible for the monitoring and regulation of all of the state's hospitals and health facilities.
Darryl Horton has earned invaluable experience as a Certified Public Accountant for over fourteen years and as Founder and CEO of Horton & Associates, a public accounting firm specializing in corporate tax planning. As an Associate Member of the Certified Fraud Examiners and as a Certified Internal Auditor, Mr. Horton has developed and monitored budgets in excess of 250 million USD, focusing on analysis of internal controls and utilizing risk assessment tools for various organizations in both the private and public industry sectors.
Mr. Horton is a highly respected member of his community who serves as Audit Chair for the local chapter of the American Red Cross; he is a member of the National Association of Accountants and the Institute of Internal Auditors, in addition to participating on the boards of several other organizations and charities.
As Chief Financial Officer, Mr. Horton will provide corporate leadership by directing treasury activities and with coordination of budget programs. He will assess the financial impact of functional initiatives and generate creative solutions. Mr. Horton will formulate and optimize the capital and tax strategy of the company and will be responsible for financial reporting by developing objectives for establishing a reporting system with controls and safeguards to protect company assets.
Jerry Bivens -- Corporate Secretary
Mr. Bivens has a Masters of Education from University of Tennessee, and a Bachelor of Science from Tennessee Wesleyan College. His experience ranges from Director of Financial to Marketing Director for two publicly held companies. Mr. Bivens has taught at the United States Military Academy, WestPoint, University of Tennessee, Hiwassee College, and Tennessee Wesleyan College.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving Articles of Incorporation is attached hereto as Exhibit 3.1.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving By-Laws is attached hereto as Exhibit 3.2.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the company engages new Corporate Charters attached hereto as Exhibit 3.3.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
A Un-Audited financial information required by this Item 7(a) has been included with this filing .
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 7(b) has not been included with this filing and will be filed by amendment to this Form 8-K not later than 60 days after the date this initial report on Form 8-K must be filed.
(b) Exhibits
The Following Exhibits are filed herewith:
Exhibit No. Description
2.1 Agreement and Plan of Merger, by and among FHAL and CVSU dated as of July 8, 2006
2.2 Form of Voting Agreement, by and among FHAL and CVSU dated as of July 8, 2006
2.3 Form of Affiliate Agreement
3.1 Articles of Incorporation
3.2 By-Laws
3.3 Corporate Charters
9.1 CVSU Un-audited financials for July1, 2005 thru June 30, 2006
99.1 Press Release dated June 11, 2005 by FHAL and CVSU announcing the Agreement and Plan of Merger.
