rapidlink8k.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
Date
of Report: January 21, 2010
(Date of
earliest event reported)
_________________________
RAPID
LINK, INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22636
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75-2461665
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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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5408
N. 99th Street
Omaha,
NE 68134
(Address
of principal executive offices, including zip code)
(402)
392-7561
(Registrant’s
telephone number, including area code)
_________________________
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))
This
Current Report on Form 8-K and other reports filed by the Registrant from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management, as well
as estimates and assumptions made by the Registrant’s management. When used in
the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
Item
1.01 Amendment
of a Material Definitive Agreement.
As of
January 21, 2010, the Registrant entered into an Amendment to the Share Exchange
Agreement (the “Amendment”) with Blackbird Corporation
(“Blackbird”), certain Registrant shareholders, certain principal shareholders
of Blackbird (the “Blackbird Shareholders”), and a wholly-owned subsidiary of
Blackbird, Mr. Prepaid, Inc. (“Mr. Prepaid”). The Amendment amended the Share
Exchange Agreement by and among Blackbird and the Registrant and their
respective principal shareholders dated as of October 13, 2009 (“Share Exchange
Agreement”).
Under the
Share Exchange Agreement, it was contemplated that the Registrant would acquire
all or substantially all of the outstanding shares of capital stock of Blackbird
(the “Transaction”) which would result in Blackbird becoming an operating
subsidiary of the Registrant. In consideration for the Blackbird
shares, the Registrant was required to issue an aggregate of 520,000,000 shares
of its common stock to the shareholders of Blackbird, which would constitute
approximately 80% of the Registrant’s then-issued and outstanding shares of
common stock.
Under the
Amendment, the transaction contemplated by the Share Exchange Agreement has been
modified to provide for an initial closing at which Rapid Link shall acquire all
of the issued and outstanding shares of capital stock of Mr. Prepaid in exchange
for 10,000,000 shares of the Registrant’s newly-formed preferred stock, and Mr.
Prepaid will become a wholly-owned subsidiary of the Registrant (the “Share
Exchange”). The Registrant’s preferred stock shall have certain
rights and preferences including that the shares of preferred stock will be
initially convertible into 520,000,000 shares of Registrant common
stock. On an as-converted basis, these 520,000,000 shares of common
stock would constitute approximately 80% of the Registrant’s then-issued and
outstanding shares of common stock. Prior to the initial closing, the
outstanding capital stock of Telenational Communications, Inc. (“Telenational”)
and One Ring Networks, Inc. (“One Ring”) will be transferred from Rapid Link to
a third party (“New Rapid Link”), without recourse or liability to Rapid
Link.
In
addition, on the terms and subject to the conditions set forth in the Amendment,
at a subsequent closing, subject to the satisfaction of certain additional
conditions including obtaining consents to transfer certain telecommunications
licenses from the Federal Communication Commission and state regulatory
authorities, Blackbird will also deliver to Rapid Link all of the issued and
outstanding shares of capital stock of Yak America, Inc. and the capital stock
of any other Blackbird subsidiary. At such subsequent closing,
certain assets necessary to conduct the core business of Telenational will be
transferred to a wholly-owned subsidiary of Rapid Link in exchange for the
assumption by such transferee of $1.85 million of indebtedness owed to certain
creditors. Such indebtedness will be secured by the Telenational
assets.
Under the
Amendment, Blackbird made additional customary representations and warrants with
respect to Mr. Prepaid and Yak America.
The
description of the Amendment to the Share Exchange Agreement is qualified in its
entirety by reference to such amendment attached hereto as Exhibit
2.2.
Item
9.01 Financial
Statements and Exhibits.
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No.
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Description
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Amendment
to Share Exchange Agreement dated as of January 21, 2010, by and among the
Registrant, Blackbird Corporation, a Florida corporation, Mr. Prepaid,
Inc., a Florida corporation, the principal Blackbird stockholders, and the
principal Rapid Link stockholders.
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SIGNATURE
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 thereunto
duly authorized.
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RAPID
LINK, INCORPORATED
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Date:
January 27, 2010
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By:
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/s/
John A. Jenkins
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John
A. Jenkins
Chief
Executive Officer, Chief Financial Officer
and
Chairman of the Board
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