Item
1.01
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Entry
Into a Material Definitive
Agreement.
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Satellite Security - Recent Material EventOn
November 30, 2007, Satellite Security Corporation ("we,"
"us," "our" or "Satellite")
entered into a share exchange agreement (the "Share Exchange
Agreement") with AIMMS Co., Ltd., a Korean corporation
("AIMMS"), and all of AIMMS' stockholders (collectively, the
"Sellers"). Under the terms of the Share Exchange
Agreement we will acquire the business of AIMMS through an acquisition of all
of
its outstanding stock from the Sellers. In exchange we will issue, in
the aggregate, 50,000,000 shares of newly issued common stock to the
Sellers. We will then own AIMMS as a wholly owned subsidiary and the
Sellers will then own approximately 96% of our outstanding stock. The
Exchange Agreement and the transactions contemplated thereunder (the
"Exchange") were approved by both our board of directors and
the Sellers. There closing of the Exchange is subject to certain
standard conditions, and there can be no assurance that the Exchange or any
other transactions contemplated by the Share Exchange Agreement will be
consummated.
The
Share Exchange Agreement
Under
the
terms of the Share Exchange Agreement, the Sellers have agreed to exchange
all
of the shares of AIMMS common stock they own in exchange for, in the aggregate,
50,000,000 million shares of our common stock. The shares of our
common stock will be distributed to the Sellers at a ratio of 26.85 shares
of
our common stock for every one share of AIMMS common stock owned by the
Sellers.
We
currently have 2,222,034 shares of common stock outstanding. Upon
completion of the Exchange we will have 52,222,034 shares outstanding and the
Sellers will own approximately 96% of our then outstanding common
stock.
The
Share
Exchange Agreement contains representations and warranties of Satellite and
AIMMS relating to, among other things, (a) proper corporate organization, (b)
the authorization, performance and enforceability of the Share Exchange
Agreement, (c) compliance with governmental and other authorizations and
obtaining all consents required to consummate the transactions contemplated
by
the Share Exchange Agreement, (d) the capital structure of each company, (e)
financial statements, (f) liabilities and the absence of undisclosed
liabilities, (g) contract rights and commitments, (h) the absence of claims
and
litigation, (i) compliance with applicable laws, (j) insurance coverage and
claims, (k) absence of material changes (l) employee matters, (m) corporate
records, and (n) compliance with applicable provisions of the securities
laws.
Under
the
Share Exchange Agreement, each of Satellite, AIMMS and the Sellers has agreed
to
do certain things, some of which are conditions to the closing, including:
(a)
in the case of Satellite preserve intact its business organizations and maintain
the registration of its common stock under the Securities Exchange Act of 1934,
(b) give the other access to the records and personnel to complete the Exchange,
(c) maintain the confidentiality of information shared with the other party,
(d)
proceed expeditiously to undertake all actions necessary to consummate and
make
effective the Exchange, (e) AIMMS has agreed to deliver audited financial
statements prepared in compliance with GAAP and in accordance with all
applicable Securities Exchange Commission (the "SEC"), rules
and regulations, including Regulation S-X, (f) with respect to the Sellers,
waive any claims that they may have against AIMMS, (g) Satellite has agreed
to
secure the resignation of its executive officers and to prepare an Information
Statement on Schedule 14(f)-1 and cause the same to be filed with the SEC and
mailed to our stockholders, (h) AIMMS obtaining approval from the Bank of Korea
to the Exchange, and (i) satisfactory completion of due diligence review of
each
party's business, operations, financial condition and prospects.
We
have
agreed to indemnify AIMMS and the Sellers for (a) inaccuracies of
representations and warranties and agreements, (b) breach or non-fulfillment
of
covenants we made in the Share Exchange Agreement, (c) any misrepresentation
in
the Share Exchange Agreement or any related closing certificate, (d)
inaccuracies in any of our filings under the Securities Exchange Act of 1934
made prior to the closing, or (e) any liabilities, known or unknown, arising
out
of our operations prior to the closing. AIMMS has agreed to indemnify
us for (a) inaccuracies of representations and warranties and agreements, (b)
breach or non-fulfillment of covenants it made in the Share Exchange Agreement,
or (c) any misrepresentation in the Share Exchange Agreement or any related
closing certificate.
The
Share
Exchange Agreement may be terminated: (a) by mutual consent, (b) by either
party
if the Exchange is not consummated by December 31, 2007, or (c) by either party
if the Exchange is prohibited by issuance of an order, decree or ruling. In
the
event of termination, both parties are responsible for their respective
expenses.
The
foregoing summary and description of the terms of the transaction contemplated
under the Share Exchange Agreement contained herein is qualified in its entirety
by reference to the complete agreement, a copy of which is filed as an exhibit
to this report and incorporated herein by reference.
Satellite
We
currently do not have, and since March 7, 2007, have not had, any ongoing
business operations or any revenue sources. We had been engaged in
the business of providing satellite-based asset tracking solutions and services,
through the operations of our formerly wholly owned subsidiary Satellite
Security Systems, Inc. On March 7, 2007, our subsidiary lacked sufficient
working capital to continue to fund its operations in the ordinary course of
business. All of its employees were released at that time and it
effectively ceased operations. Since that time we have taken steps to
identify, evaluate and investigate various companies with the intent that,
if
such investigation warrants, a reverse merger transaction be negotiated and
completed pursuant to which we would acquire a target company with an operating
business with the intent of continuing the acquired company's business as a
publicly held entity.
AIMMS
AIMMS,
based in Seoul, Korea, is in the business of providing Mobile Membership
Marketing Services, customized data base services, data indexed services and
Online Marketing and Promotional services to its customers. AIMMS owns and
operates a turnkey system for capturing customer information, membership and
CRM
management, loyalty programs, campaign planning and execution, result analysis
and enhanced data mining. The AIMMS platform enables corporations to access
their customers' cell phones with specific targeted advertising that is local
and relevant. All campaigns are tracked and provide user information via
powerful multi-dimensional database analysis reporting tools. AIMMS
currently has approximately 30 employees.
AIMMS
has
recently entered into agreements with SK Telecom, one of the world's largest
cell phone service providers, and with KTF, the second largest Korean cell
phone
service provider, to provide IMMS (Interactive Mobile Marketing System)
services. The core management team of AIMMS has previously provided
database marketing, membership rewards systems, CRM systems and mobile marketing
to a number of global enterprises, including Dongbu Group, LG, CJ Corp (Jeil),
Johnson and Johnson, adidas Korea, Procter and Gamble, Microsoft, LG Telecom,
Citibank, HSBC, American Express, Shinhan Life, Kookmin Card, Miliore, Missa,
LG
Card, Webtour, Pizza Hut and several others.
AIMMS
is
also preparing to launch its Franchise Membership Service targeting 20,000
retail stores to enroll its customers in a mobile rewards program. Its Mobile
Membership Technology collects customer data, provides discounts and rewards
and
interactively advertises store promotions using SMS and MMS cellular technology.
The Mobile Membership Server provides customer scoring, sales by customer,
customer preferences, response ratios, customer value and many other vital
statistics to retailers.
In
connection with the Exchange, we will, at the closing, acquire all of the
outstanding capital stock of AIMMS in exchange for our issuance to the Sellers
of 50,000,000 shares of our common stock. The issuance of our shares of common
stock to the Sellers is intended to be exempt from registration under the
Securities Ac of 1933 pursuant to Section 4(2) thereof and Regulation S
thereunder.
Immediately
following the closing of the Exchange, we will have 52,222,034 shares
outstanding. The Sellers will own approximately 96% of our issued and
outstanding shares of common stock, and our existing stockholders will own
approximately 4% of our issued and outstanding shares of common
stock.
The
shares of our common stock issued to the Sellers will be restricted shares,
and
the holders thereof may not sell, transfer or otherwise dispose of such shares
without registration under the Securities Act of 1933 or an exemption
therefrom.
In
connection with the Exchange,
there will be a change of control. Effective on the Closing of the
Exchange, we have agreed to take steps to cause the appointment of Sung Hwan
Park, Young Jae Lee, Kyung Hoon Ahn and Michael Levinsohn, as directors of
the
Company, effective as of the Closing of the Exchange. The
appointments set forth in the preceding paragraph shall be effective only upon
the closing of the Exchange and our compliance with the requirements of Rule
14f-1 of the Securities Exchange Act of 1934. We will, at least 10 days prior
to
the closing of the Exchange, file with the SEC and distribute to our
stockholders a Schedule 14(f)-1, including a description of the business
background of each of the incoming directors.
Following
the consummation of the Exchange, the business activities of both the Company
and AIMMS will be under the management and supervision of AIMMS
management.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned there
unto
duly authorized.
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