Unassociated Document
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 (Date of earliest event reported): May 16, 2006
INNOVA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-33231
|
95-4868120
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
17105
San Carlos Boulevard, Suite A6151, Fort Myers, Florida 33931
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Eric
A.
Pinero, 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 (see General Instruction A.2. below):
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
May
16, 2006, Innova Holdings, Inc. (the “Company”) completed the purchase of all of
the assets of CoroWare, Inc. (“CoroWare”) pursuant to a certain Asset Purchase
Agreement (the “Agreement”) the Company and CoroWare entered into with CoroWare
Technologies, Inc., a wholly owned subsidiary of the Company, dated as of May
12, 2006. Under the terms of the Agreement, the Company purchased, and CoroWare
sold, all of its assets including, without limitation, all hardware, software,
employee relations, customer contacts in the military and homeland security
markets, contacts with Microsoft, Inc. and all other customers, and all other
tangible and intangible assets including all developed software (the “Assets”),
and the Company agreed to assume certain liabilities; however, the amount of
assumed liabilities shall not be greater than $100,000 more than the amount
of
certain accounts receivable and cash assets purchased. Additionally, the Company
agreed to assume certain bank credit card debt in an amount up to $98,168.33.
The
Company paid a purchase price for the Assets equal to: (i) $450,000 in cash,
of
which $100,000 is guaranteed and $350,000 is contingent based upon the financial
results of CoroWare Technologies, Inc. for the one year following May 16, 2006;
(ii) $1,200,000 million in the restricted shares of common stock of the Company
(30,000,000 shares), of which 5,000,000 shares were delivered to CoroWare at
the
closing and the remaining 25,000,000 shares are contingent based upon the
financial results of CoroWare Technologies, Inc. for the three years following
May 16, 2006 , and (iii) options to purchase 12,000,000 shares of the Company’s
common stock, exercisable at a price equal to $0.018 per share, allocated to
employees of CoroWare. Of the 25,000,000 shares of contingent common stock,
12,500,000 shares are being held in escrow to be released at such time as a
certain legal proceeding brought by Manor Systems, LLC against CoroWare and
Lloyd Spencer, the President of CoroWare, is settled. The amount of contingent
cash paid to CoroWare will be reduced by the amount of assumed liabilities,
and
the amount of contingent shares paid to CoroWare will be reduced by the amount
of all bank credit card debt assumed.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”), for the issuance of the securities pursuant
to Section 4(2) of the Act and/or Regulation D promulgated thereunder since,
among other things, the transaction did not involve a public offering, CoroWare
is an accredited investor and/or qualified institutional buyer, CoroWare had
access to information about the Company, CoroWare took the securities for
investment and not resale, and the Company took appropriate measures to restrict
the transfer of the securities.
In
addition, on May 16, 2006 the Company entered into Executive Employment
Agreements with Lloyd Spencer and David Hyams, under which the Company will
employ Messrs. Spencer and Hyams as executives of CoroWare Technologies, Inc.
for a period of 5 years commencing May 16, 2006 which will be automatically
renewed for successive 1 year periods until written notice not to renew is
delivered by either the Company or Messrs. Spencer or Hyams. Messrs. Spencer
and
Hyams will each be paid a monthly salary of $12,500. During the term of their
employment and for a period thereafter, Messrs. Spencer and Hyams will be
subject to confidentiality, non-competition and non-solicitation provisions,
subject to standard exceptions.
Further,
on May 16, 2006 the Company entered into employment agreements with certain
other key employees of CoroWare as required under the Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets.
See
Item
1.01 above.
See
Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
To
be
filed not later than 71 days after May 22, 2006.
(b)
Pro
forma financial information.
To
be
filed not later than 71 days after May 22, 2006.
(c)
Exhibits
|
Exhibit
|
|
|
Number
|
Description
|
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10.1
|
Asset
Purchase Agreement by and among Innova
Holdings, Inc., Coroware
Technologies Inc.
and Coroware, Inc. dated
May 12, 2006.
|
|
10.2
|
Form
of Executive Employment Agreement.
|
|
10.3
|
Form
of Employee Employment Agreement.
|
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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|
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INNOVA HOLDINGS, INC. |
|
|
|
| Date: May
22,
2006 |
|
/s/ Walter
K.
Weisel |
| |
Walter
K. Weisel |
| |
Chief
Executive Officer |