form8-k.htm
UNITED
STATES
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
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Date
of Report (Date of Earliest Event Reported):
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December
12, 2007
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(Exact
name of registrant as specified in its charter)
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Nevada
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0-8924
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73-0981865
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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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4101
International Parkway
Carrollton,
Texas
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75007
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(972)
309-4000
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Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
On
November 15, 2007, TWL Corporation, a Utah corporation
(the "Registrant") and its newly formed, wholly owned subsidiary, TWL
Corporation, a Nevada corporation ("TWL Nevada"), entered into an Agreement
and
Plan of Merger and Reorganization (the "Merger Agreement"), as
announced in the attached press release. Pursuant to the terms and subject
to the conditions set forth in the
Merger Agreement, the Registrant merged with and into TWL
Nevada (the "Migratory Merger"), with Registrant continuing as the
surviving corporation now being domesticated in Nevada
(“Registrant-Nevada”). The Board of Directors and majority of the
shareholders of Registrant approved the Migratory Merger and the Merger
Agreement. A copy of the Merger Agreement is filed
herewith.
In
connection with the Migratory Merger, each share of Registrant common stock
that
was outstanding at the open of business on December 12, 2007
(the "Migratory Merger Effective Time")
was converted into one share of common stock of
Registrant-Nevada. Each outstanding option to purchase the
Registrant’s common stock will be converted at the
Migratory Merger Effective Time into an option
to acquire Registrant-Nevada common stock and
shall continue to have, and be subject to, the same terms and
conditions as are in effect immediately prior to the Migratory
Merger Effective Time.
Item
3.03 Material Modifications to Rights of Security
Holders.
On
October 17, 2007, the Board of Directors of Registrant and a majority of its
shareholders approved a one (1)-for-twenty (20) reverse stock split (the
“Reverse Split”) of the Registrant’s Common Stock, par value $0.001 per share
(“Common Stock”), together with a Migratory Merger relocating the Registrant’s
state of incorporation from Utah to Nevada (See Section 1.01
above). The Reverse Split was duly approved by the Board of Directors
of the Registrant and a majority of the Registrant’s shareholders in accordance
with the authority conferred by the Utah Revised Business Corporation
Act.
Pursuant
to the Reverse Split, every twenty (20) shares of the Registrant’s issued and
outstanding Common Stock as presently classified on the Record Date (as defined
below), be reclassified and combined into one (1) whole post-split share of
the
Registrant’s Common Stock. No fractional shares of the Registrant’s Common Stock
will be issued in connection with the Reverse Split. Shareholders who are
entitled to a fractional post-split share will receive in lieu thereof one
(1)
whole post-split share.
The
Reverse Split was effected at the close of business on December 11, 2007 (the
“Record Date”), and the post-split shares began trading on the OTC Bulletin
Board at the opening of business on December 12, 2007, 2007 (the “Effective
Date”), or at such time thereafter as is reasonably practicable.
The
Reverse Split will not affect the Registrant’s Preferred Stock, par value $0.001
per share, of which 4,300,000 shares are issued and outstanding. Accordingly,
after the Reverse Split the Registrant's authorized Preferred Stock will remain
unchanged.
After
the
Effective Date, each shareholder's percentage ownership interest in the
Registrant and proportional voting power remained virtually unchanged except
for
minor changes that will result from rounding fractional shares into whole
shares. The rights and privileges of the holders of the Registrant’s Common
Stock is substantially unaffected by the Reverse Split. All issued and
outstanding options, warrants, and convertible securities would be appropriately
adjusted for the Reverse Split automatically on the Record Date of the Reverse
Split. All shares, options, warrants or convertible securities that the
Registrant has agreed to issue (or agrees to issue prior to the Record Date
of
the Reverse Split) also will be appropriately adjusted for the Reverse
Split.
In
connection with the Reverse Split there is no requirement that shareholders
obtain new or replacement stock certificates. The presently issued certificates
shall be deemed for all purposes to represent the number of post-split shares
that result from the Reverse Split. Each shareholder of record of shares of
the
Registrant's Common Stock outstanding immediately prior to the Reverse Split
may, but shall not be required to, contact the Registrant's Transfer Agent
to
exchange the certificates originally representing such shareholder’s shares of
pre-split Common Stock for new certificates representing the number of whole
shares of post-split Common Stock into which the shares have been converted.
There may be a fee for such new certificates. Otherwise, new certificates shall
be issued upon any transfer of shares of Common Stock after the Reverse Split.
The contact information for the Registrant’s transfer agent is:
STANDARD
REGISTRAR & TRANSFER REGISTRANT
12528
S.
184 E
Draper,
Utah 84020
Phone:
(801) 571-8844
Fax:
(801) 571-2551
In
connection with the Reverse Split, the Registrant's Common Stock has been
assigned a new symbol for quotation on the OTC Bulletin Board. The post-Reverse
Split shares of Common Stock were quoted under the symbol "TWLO" on the OTC
Bulletin Board commencing at the opening of trading on December 12,
2007.
Pursuant
to the Reverse Split, holders of the Registrant's Common Stock are deemed to
hold one (1) whole post-split share of the Registrant's Common Stock for every
twenty (20) whole shares of the Registrant's issued and outstanding Common
Stock
as classified immediately prior to the close of business on the Record Date.
No
fractional shares of the Registrant's Common Stock will be issued in connection
with the Reverse Split. Shareholders who are entitled to a fractional post-split
share will receive in lieu thereof one (1) whole post-split share.
The
CUSIP
number of the post-Reverse Split Common Stock is 87309T 200. The
CUSIP number for the Common Stock before the Reverse Split (87309T101) is
suspended as of the close of business on December 11, 2007.
Item
5.03 Amendments to Articles of Incorporation or Bylaws
As
described in Item 3.03 above, which is incorporated herein by this reference,
on
November 19, 2007 the Registrant filed Articles of Amendment (the “Articles”)
with the Utah Secretary of State in connection with the Reverse Split. A copy
of
the Articles of Amendment is filed herewith as Exhibit 3.6 and is incorporated
herein by reference. The Articles of Amendment became effective as of close
of
business on December 11, 2007.
The
Articles of Amendment effects the Reverse Split but does not alter the
authorized number of shares of the Registrant's Common Stock or the Registrant's
Preferred Stock, par value $0.001 per share ("Preferred Stock"). The number
of
authorized shares of the Registrant's Common Stock remains seven hundred and
fifty million (750,000,000) and the authorized number of shares of Preferred
Stock remains ten million (10,000,000) shares.
Item
8.01 Other Events.
On
December 18, 2007 the Registrant issued a news release announcing the
effectiveness of the Reverse Split and the new trading symbol for shares of
the
Registrant's Common Stock commencing at the opening of trading on November
5,
2007. A copy of the news release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial
statements of business acquired.
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Not
applicable.
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(b)
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Pro
Forma Financials statements.
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Not
applicable.
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(c)
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Shell
Registrant transactions.
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Not
applicable.
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Exhibit
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Number
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Description
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Articles
of Amendment filed on November 19, 2007with the Secretary of State
of the
State of Utah. (Filed herewith).
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Merger
Agreement between Registrant and TWL Nevada, dated November 15,
2007.
(Filed herewith)
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Press
Release of the Registrant, dated December 18, 2007 (Filed
herewith)
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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.
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TWL
Corporation
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December
18, 2007
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By:
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/s/
Dennis J. Cagan
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Name:
Dennis J. Cagan
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Title:
Chief Executive Officer
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