8-K/A: Current report
Published on April 22, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date
of
Event Requiring Report: April 17, 2008, November 21, 2007
VERSA
CARD, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
|
000-27407
|
98-0187705
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
William
R. Dunavant, Chief Executive Officer / Chief Financial Officer
1615
Walnut Street, 3 rd
Floor, Philadelphia, PA 19103
(Address
of principal executive offices)
(215)
972-1601.
(Registrant’s
telephone number, including area code)
Formerly
Intrepid Global Imaging 3D, Inc.
(Former
Name or Former Address, If Changed Since Last Report.)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d -2(b))
[
]
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
April
18, 2008, the Company filed a current report on Form 8-K that contained
inaccurate and unauthorized statements.
Item
1.01
of the 8-K filed April 18, 2008, stated that the Company had “completed” the
acquisition of First Versatile Smartcard Solutions Corporation, (“FVS”), a
transaction announced in an 8-K filed November 27, 2007. The 8-K filed April
18,
2008 stated that the transaction was “not a ‘merger” but an acquisition by the
Company of 100% of the issued, authorized and outstanding shares of FSV”. The
8-K also stated that “The Board of the Company, as specified [in Item 5.02]
below, has fully ratified the acquisition.
The
transaction contemplated by the Merger Agreement has not been completed and
can’t be completed under the terms of the Merger Agreement or the applicable
provisions of the Delaware General Corporation Law, without stockholder
approval. The Company has not submitted this matter for stockholder action
at
this time, although, the Company intends to submit the Merger for stockholder
approval upon satisfactory completion of due diligence.
William
R. Dunavant, the Company’s interim CEO filed the 8K without proper board
approval and without conferring the corporate secretary regarding the terms
of
the Merger Agreement or the limitations of Delaware General Corporation
Law.
A
copy of
the Merger Agreement dated November 21, 2007 is attached as Exhibit 10.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Item
5.02
of the 8-K filed April 18, 2008, correctly stated that the appointments of
Messers: James R. Mackay, Ndewura Wayo Issifu, Mr. Jose Ramon V. Cortes to
the
Board of Directors were intended to be effective as of the close of the
acquisition transaction.
As
reported by an 8-K filed today, William R. Dunavant has been dismissed, and
by
stockholder consent, the Board of Directors currently consists of a single
member, Mr. Richard Specht.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized
VERSA
CARD, INC
formerly
Intrepid Global Imaging 3D, Inc.
|
Signature
|
Date
|
|
|
|
|
By:
/s/
Richard Specht
|
April
21, 2008
|
|
Name:
Richard Specht
|
|
|
Title:
Interim CEO
|
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
10(xiii)
|
Merger
Agreement dated November 21, 2007, between the Company, MacKay
Group
Limited (“MKG”), a Hong Kong and First Versatile Smartcard Solutions
Corporation,
(“FVS”).
|