SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: August 31, 2005
NUWAVE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28606 22-3387630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Hudson Street, Suite 3701, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 309-1880
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Not Applicable
(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 August 31, 2005 NuWave Technologies, Inc. (the "Company") entered into
a merger agreement (the "Agreement") with Strategies Acquisition Corp., a
wholly-owned subsidiary of the Company ("SPV"), Corporate Strategies, Inc.
("Corporate Strategies") and the shareholders of Corporate Strategies listed
therein (collectively, the "Shareholders"), whereby SPV merged with and into
Corporate Strategies, with Corporate Strategies remaining as the surviving
corporation and continuing its corporate existence under the laws of the State
of Delaware and as a wholly-owned subsidiary of the Company (the "Merger"). The
separate existence of SPV has ceased.
Pursuant to the terms of the Agreement, the Company issued one (1) share
of its common stock ("Common Stock"), par value $0.001 per share, to each holder
of Corporate Strategies Class A common stock in exchange for two (2) shares of
Corporate Strategies Class A common stock, par value $0.001 per share. Second,
the Company issued one (1) share of the Company's Series C preferred stock
("Series C Preferred"), par value $0.01 per share, to each holder of Corporate
Strategies Series A preferred stock for one (1) share of Corporate Strategies
Series A preferred stock, par value $0.001 per share.
Third, the Company issued and delivered shares of its Series B convertible
preferred stock ("Series B Preferred") to each holder of Corporate Strategies
Class B common stock so that effectively upon conversion of the Series B
Preferred into common shares, the common shares issued upon conversion shall be
equal to ninety-five percent (95%) of the issued and outstanding stock of the
Company (calculated on a fully diluted basis as of the date of the Merger,
following the issuance of all the Merger Consideration (as such term is defined
in the Agreement) and after giving effect to such conversion, but not including
any shares of Common Stock issuable upon conversion of any then outstanding
Company convertible debentures). Therefore, the Merger Consideration for the
Common Stock, Series C Preferred and Series B Preferred was the Corporate
Strategies Class A common, Series A preferred and Class B common, respectively.
The number of shares issued to the Shareholders in connection with the Merger
was based upon a determination by the Company's Board of Directors (the "Board")
that the transaction was in the best interest of the Company and its
shareholders.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Pursuant to the Agreement (see Item 1.01 above), Mr. George D. Kanakis has
resigned as the sole officer of the Company, effective August 31, 2005. Mr.
Timothy J. Connolly and Mr. A.P. Shukis have replaced him as Chief Executive
Officer and as Chief Financial Officer, respectively. Messrs. Kanakis and Gary
H. Giannantonio have resigned as the Company's directors pending effectiveness
of an information statement ("Information Statement") to be filed with the SEC
(in the form attached as Exhibit D to the Agreement attached hereto as Exhibit
99.1). Mr. Fred S. Zeidman has been nominated to be the Company's new Chairman
and Mr. Connolly has been nominated to be the new Vice Chairman of the Board.
The changes to the Board are to be effective ten (10) days following the Notice
Date (as defined in the Information Statement).
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description
Exhibit 99.1 Merger Agreement, dated August 31, 2005, Provided herewith
by and among NuWave Technologies, Inc.,
Strategies Acquisition Corp., Corporate
Strategies Inc. and the Shareholders
listed therein.
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.
NUWAVE TECHNOLOGIES, INC.
Date: September 8, 2005 By: /s/ Timothy J. Connolly
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Name: Timothy J. Connolly
Title: Chief Executive Officer