xne8k.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
August 26,
2009
Date of
Report (Date of earliest event reported)
XNE INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
000-25499 |
88-0390360 |
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
| 13700 Alton Parkway, Suite
154-277 |
|
| Irvine, California |
92618 |
| (Address
of principal executive offices) |
(Zip
Code) |
(562)
293-8870
Registrant’s
telephone number, including area code
n/a
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K 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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__________
SECTION
1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective
August 24, 2009, the Board of Directors of XNE, Inc., a Nevada corporation (the
“Company”) authorized the execution of a stock purchase agreement (the “Stock
Purchase Agreement”) with Triple Play Group, LLC, a Utah limited liability
company (“Triple Play”), and the member of Triple Play (the “Triple Play
Members”). Triple Play is a limited liability company organized in the State of
Utah for the sole purpose of owning and operating a professional independent
baseball team in St. George, Utah, called the St. George
Roadrunners.
In
accordance with the terms and provisions of the Stock Purchase Agreement, the
Company: (i) acquired all of the issued and outstanding units in the Triple Play
from the Triple Play Members; (ii) issued to one entity an aggregate 50,000,000
shares of its Series A Convertible Preferred Stock, which each share of Series A
Convertible Preferred Stock is convertible into 2.04 shares of common stock of
the Company; (ii) issued to certain Triple Play Members an aggregate of
13,872,000 shares of its restricted common stock; and (iii) paid an aggregate of
$55,000.00 to Triple Play, which shall be used in paying certain debt of Triple
Play.
SECTION
3. SECURITIES AND TRADING MATTERS
ITEM
3.02 UNREGISTERED SALES
Stock
Purchase Agreement
In
accordance with the terms and provisions of the Stock Purchase Agreement, the
Company issued to the Triple Play Members an aggregate of 13,872,000 shares of
its restricted common stock and issued to one entity an aggregate of 50,000,000
shares of its Series A Convertible Preferred Stock.
The
shares under the terms of the Stock Purchase Agreement were issued to
approximately nine Triple Play Members in reliance on Section 4(2) promulgated
under the United States Securities Act of 1933, as amended (the “Securities
Act”). The shares have not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without registration with
the United States Securities and Exchange Commission or an applicable exemption
from the registration requirements. The per share price of the shares was
arbitrarily determined by our Board of Directors based upon analysis of certain
factors including, but not limited to, stage of development , industry status,
investment climate, perceived investment risks, the Company’s assets and net
estimated worth. The Triple Play Members acknowledged that the securities to be
issued have not been registered under the Securities Act, that they understood
the economic risk of an investment in the securities, and that they had the
opportunity to ask questions of and receive answers from the Company’s
management concerning any and all matters related to acquisition of the
securities.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Section
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
of August 19, 2009, the Board of Directors of the Company authorized the filing
of an amendment to the Articles of Incorporation of the Company increasing its
authorized capital structure. On August 27, 2009, the Company filed an amendment
to its articles of incorporation with the Nevada Secretary of State increasing
the authorized capital structure to 200,000,000 shares of common stock, $0.001
par value, and 50,000,000 shares of preferred stock, $0.001 par
value. The Board of Directors is authorized to divide the 50,000,000
shares of preferred stock from time to time into one or more series, and to
determine or change by resolution for each such series its designation, the
number of shares of such series, the powers, preferences and rights and the
qualifications, limitations or restrictions for the shares of such
series.
Effective
on September 15, 2009, the Board of Directors authorized the establishment and
creation of 50,000,000 shares of Series A Convertible Preferred Stock with
certain preferences and rights, including the right of conversion for each
Series A Convertible Preferred Stock into 2.04 shares of common
stock.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements
and Exhibits
(a) Financial Statements of Business
Acquired.
Not
applicable.
(b) Pro forma Financial
Information.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
3.01.1 Amendment to Articles of Incorporation
as filed with the Nevada Secretary of State on August 27, 2009.
3.01.2 Designation of Series A Converitble
Preferred Stock as filed with the Nevada Secretary of State on September 15,
2009.
10.1
Stock Purchase Agreement dated August 24, 2009 among XnE Inc., Triple Play Group
LLC and all members of Triple Play Group LLC.
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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XNE INC. |
| |
|
| DATE: September
15, 2009 |
|
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/s/ Michael
Cummings
|
| |
Name: Michael
Cummings |
| |
Title:
President/Chief Executive Officer |