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: October 13, 2009
(Date of
earliest event reported)
_________________________
RAPID
LINK, INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-22636
|
75-2461665
|
|
(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
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 Entry
Into a Material Definitive Agreement.
As of
October 13, 2009, the Registrant entered into a Share Exchange
Agreement with Blackbird Corporation (“Blackbird”), certain
Registrant shareholders, and certain principal shareholders of Blackbird (the
“Blackbird
Shareholders”) with regards to the acquisition by the Registrant of 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
will issue an aggregate of 520,000,000 shares of its common stock to the
Blackbird Shareholders, which will constitute approximately 80% of the
Registrant’s then-issued and outstanding shares of common stock. The
parties expect the Transaction to close on or prior to March 31, 2009 (the
“Closing”).
As part of the Transaction,
Telenational Communications, Inc. (“Telenational”), the
Registrant’s wholly owned subsidiary, intends to transfer certain of its assets
and liabilities to Blackbird (“Transferred Business”) or another wholly-owned
subsidiary of the Registrant and its remaining assets and liabilities to other
third parties, and the Registrant intends to sell or otherwise transfer
Telenational to a third party.
Each party agreed to customary
representations and warranties regarding its organization, capitalization,
financial statements, and other matters set forth in the Share Exchange
Agreement.
The
Registrant and Blackbird’s obligations to close the Transaction will be subject
to certain conditions of the other party that must be satisfied or
waived.
Any party terminating this Agreement
pursuant to the failure of certain closing conditions or breach of the Share
Exchange Agreement by the other party, shall be entitled to receive from the
other party, within three business days of such termination, the sum of $250,000
as reimbursement for the terminating party’s costs, expenses and time incurred
in connection with the evaluation and negotiation of the Share
Exchange.
Each of
Rapid Link and Blackbird have agreed not to, (a) initiate contact with, solicit,
encourage or respond to any inquiries or proposals by, or (b) enter into any
discussions or negotiations with, or disclose, directly or indirectly, any
information concerning such party, as applicable, to, or afford any access to
the properties, books and records of such party, as applicable, thereof to, any
third party in connection with any possible proposal for the acquisition
(directly or indirectly, whether by purchase, merger, consolidation or
otherwise) of all or substantially all of the assets, business or capital stock
of such party or its affiliates; provided that the officers and directors are
otherwise required in order to comply with applicable fiduciary
duties.
In
addition, Blackbird and the Registrant have entered into a management agreement
pursuant to which representatives designated by Blackbird shall manage the
Transferred BusinessCore Business for the period between the execution of the
Share Exchange Agreement and the Closing.
The
description of the Share Exchange Agreement and Management Agreement are each
qualified in its entirety by reference to such agreement attached hereto as
Exhibit 2.1 and Exhibit 10.1, respectively.
Item
5.02 Departure,
Election, or Appointment of Directors or Officers.
On
October 13, 2009, Chris Canfield resigned as our Chief Executive
Officer. Our Chairman, John Jenkins, will become the Chief Executive
Officer and Chief Financial Officer effective as of such date.
Item
9.01 Financial
Statements and Exhibits.
| (d) |
|
Exhibits |
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|
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No.
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Description |
| |
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| 2.1 |
|
Share Exchange
Agreement by and among, the Registrant, Blackbird Corporation, and the
principal shareholders of Blackbird Corporation and the principal
shareholders of Rapid Link dated as of October 13, 2009 |
| |
|
|
| 10.1 |
|
Management Agreement
by and among the Registrant and Blackbird Corporation dated as of October
13, 2009
|
| |
|
|
| 99.1 |
|
Correspondence
from Chris Canfield to the Registrant’s Board of Directors dated October
12, 2009 |
| |
|
|
| |
|
|
| |
|
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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
|
|
Date:
October 19, 2009
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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
|