8-K: Current report
Published on May 1, 2008
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
Event Requiring Report: April 28, 2008
VERSA
CARD, INC.
(Exact
name of registrant as specified in its charter)
Formerly
Intrepid Global Imaging 3D, Inc.
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
|
000-27407
|
98-0187705
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
James
R.
MacKay, Chief Executive 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)
N/A
(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:
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
April
28, 2007, Versa Card, Inc., f/k/a Intrepid Global Imaging 3D, Inc. (the
“Company”) entered into a stock purchase agreement (the “Stock Purchase
Agreement”) with the MacKay Group Limited (“MKG”), a Hong Kong corporation that
is the sole shareholder First Versatile Smartcard Solutions Corporation, (“FVS”)
a corporation duly organized and existing under the laws of the Philippines,
to
acquire all of the outstanding equity securities of FVS.
The
acquisition of FVS was completed April 28, 2008.
The
initial announcement of an agreement between these parties (the “Merger
Agreement”) in an 8-K filed November 27, 2007 stating that the Company had
entered into a Material Definitive Agreement.
Previously,
the parties to the Stock Purchase Agreement entered into a Merger Agreement
announced in an 8-K filed November 27, 2007 and filed as an exhibit to an 8-K/A
filed April 22, 2008. As more fully described in Item 1.02 below, the Merger
Agreement was terminated and the Company, MKG, and FVS executed the Stock
Purchase Agreement. All action required to complete the transaction contemplated
by the Stock Purchase Agreement has been taken, and as more fully described
in
Item 2.01 below, FVS is now a wholly owned subsidiary of the Company.
| Item 1.02 |
Termination
of a Material Definitive Agreement
|
On
April
28, 2007, the Company and First Versatile Smartcard Solutions Corporation
(“FVS”) terminated a Merger Agreement dated November 26, 2007, in connection
with the entry into the Stock Purchase Agreement described in Item 1.01 above.
The Merger Agreement was terminated because the parties mutually determined
that
the transaction could be completed expeditiously as a stock acquisition, since
the Company’s board of directors had the power to conclude the transaction
without stockholder approval.
| Item 2.01 |
Acquisition
of Material Assets
|
As
a
result of the acquisition of First
Versatile Smartcard Solutions Corporation (“FVS”), the Company, through its
wholly owned subsidiary FVS offers an electronic payment system using a
smart
card
that can
be used to pay for purchases/transactions in transport systems, convenience
stores, fast-food outlets, gas stations, drugstores, supermarkets, ATMs, cell
phones, vending machines, toll roads, parking, and other commercial
establishments as well as to pay bills.
The
Company believes that FVS is strategically placed to be a leader in the
“Smartcard/Cashless Revolution” and a leading provider of integrated smartcard
technology in Asia. FVS has established strategic alliances with prominent
government, industry, and banking leaders, in the Philippines, India, and China.
FVS has relationships with various industry partners in transit operations,
telecommunications, banking, smart card technology, loyalty, system integration,
and merchants to make FVS’s smart card systems available in as many places as
possible. More information about FVS is available from: www.versacard.net.
| Item 3.02 |
Unregistered
Sales of Equity Securities
|
Pursuant
to the terms of the Stock Purchase Agreement described in Item 1.01
above,
the
Company affirmed that it issued and sold 18,000,000 shares
of
common stock to MacKay
Group Limited in exchange for all
of
the outstanding equity securities of First
Versatile Smartcard Solutions Corporation (“FVS”).
The
Common Stock issued by the Company was issued under Section 4(2) of the
Securities Act as promulgated thereunder. As a result of the issuance of the
18,000,000
shares
of
common stock to MacKay
Group Limited, FVS is now a wholly owned subsidiary of the Company.
| Item 5.01 |
Changes
in Control of Registrant
|
As
a
result of the transaction described in the Stock Purchase Agreement described
in
Items 1.01 and 3.02 above,
MacKay
Group Limited
holds
approximately 60% of the outstanding voting power of the Company. In
consideration of the 18,000,000
shares
of
Company common stock issued to MacKay Group Limited, MacKay Group Limited
transferred to the Company all of the outstanding equity securities of First
Versatile Smartcard Solutions Corporation (“FVS”), which is now a wholly owned
subsidiary of the Company. The change in control of the Company was effected
solely by delivery of newly issued shares of Company Common Stock. Accordingly
control was not acquired from any other stockholder of the Company.
The
Stock
Purchase Agreement requires MacKay Group Limited and any transferee of MacKay
Group Limited to vote all shares beneficially it or they own to maintain a
board
of directors consisting of 3 persons and to elect Dr. William Donovan (or a
successor he appoints) as a director of the Company. The Voting Agreement
terminates when the Company (a) consummates an acquisition
or contract that results in projected revenues in excess of $25 Million or
(b) has earnings per share are equal to $0.01.
| Item 5.02 |
Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment
Of
Principal Officers
|
In
connection with the approval of the Stock Purchase Agreement, and effective
upon
the closing of the transaction contemplated by the Stock Purchase Agreement on
April 28, 2008, the Board of Directors: (a) increased the number of
Directors constituting the Board of Directors from 1 member to 3 members;
(b) accepted the resignation of Richard Specht as a Director and Officer;
(c) appointed James R. MacKay, Zacarias Rivera, and Dr. Donovan as
Directors of the Corporation to fill vacancies on the Board of Directors created
by the expansion of the Board and the resignation of Richard Specht; and
(d) elected James R. Mackay, Chief Executive Officer and Dr. Donovan,
Secretary.
James
R. MacKay,
age 50
is a Director and Chief Executive Officer of the Company.
Mr.
MacKay is the founder and chairman of MacKay Group Limited, a company which,
among other things, acquires and develops advanced technologies, bringing them
to significant global markets. Mr. MacKay is currently the chairman of the
board
of directors of Biofield Corp. and former chairman of True Product ID, Inc.,
companies in the MacKay Group Portfolio. He was also past Chairman of Sure
Trace
Security Corporation, within the last five years. During his career, Mr. MacKay
has helped fund and operate and/or been otherwise involved in significant
ventures worldwide, including ventures associated with the music industry,
sports, luxury hotels and resorts, nightclubs, gaming and casinos, real estate,
advanced technology, biotechnology and healthcare, mass public projects,
telecommunications and internet, environment, banking/finance, port development,
energy and mining, among others. Indicative of the respect and admiration he
has
earned in China, Mr. MacKay is one of the few foreigners who have been invited
by Chinese Government to address them at the Great Hall of the People in
Beijing. He has worked with some of China’s leading government representatives
and agencies, organizations, companies and financial institutions. His contacts
and business relationships extend to key government and industry representatives
in Europe, Asia, the Americas, the Middle East and Africa.
Zacarias
Rivera,
age 27,
is a Director of the Company. Mr. Rivera is a Drexel University graduate and
young entrepreneur. He is the founder and current CEO of a highly successful
design agency, 215 Design Group, which he established in 2003. Mr. Rivera was
chosen to serve on the Board of First
Versatile Smartcard Solutions Corporation (“FVS”)
because
of his extensive experience in representing The Mackay Group in several
international business ventures in the US, China, and the Philippines. During
his most recent visit to Asia, Mr. Rivera worked directly with FVS to create
and
help design the worldwide branding initiatives and to redesign and implement
the
FVS website and other corporate image materials, in his time spent working
with
the team in Manila. He performed many of these same services for other of the
Mackay Group of companies including Biofield Corp., True Product ID, Inc.,
and
The MacKay Group. Mr. Rivera has been working with Chairman James MacKay of
The
Mackay Group since 2003. During his time spent with The Mackay Group, Mr. Rivera
has been given the opportunity to repeatedly travel to Asia, building a network
of international contacts while assisting in all business relations in Asia.
His
travels to Asia have helped Mr. Rivera to build a network of personal industrial
and governmental contacts from a variety of fields, including the financial,
medical, education, and real estate industries.
William
Donovan, M.D.,
age 65,
is a Director and Secretary of the Company. He is a Board Certified Orthopedic
Surgeon, and has been involved with venture funding and management for over
25
years. He was the co-founder of DRCA (later known as I.O.I) and became
Chairman of this company that went from the pink sheets, to NASDAQ and then
to
the AMEX before being acquired by a subsidiary of the Bass Family. He was a
founder of “I Need A Doc”, later changed to IP2M that was acquired by Dialog
Group, a public traded company. He was the Chairman of House of Brussels, an
international chocolate company and president of ChocoMed, a specialized
confectionery company combining Nutraceuticals with chocolate bars. Dr.
Donovan
has been
practicing in Houston since l975. Throughout his career as a physician, he
has
been involved in projects with both public and private enterprises. He received
his Orthopedic training at Northwestern University in Chicago. He was a Major
in
the USAF for 2 years at Wright Patterson Air force base in Dayton, Ohio. He
established Northshore Orthopedics in 1975 and continues in active practice
in
Houston, Texas specializing in Orthopedic Surgery. Dr. Donovan is the sole
member of the Compensation Committee.
The
three
new directors were elected for a term of office which ends at the next annual
meeting of stockholders and until their respective successors are duly elected
and qualified or until their respective earlier death, resignation, removal,
or
disability. As more described in Item 5.02 above, MacKay Group Limited and
any
transferee of MacKay Group Limited is subject to a voting agreement, which
ensures the election of Dr. William Donovan (or a successor he appoints) as
a
director of the Company, until the Company (a) consummates an acquisition
or contract that results in projected revenues in excess of $25 Million or
(b) has earnings per share are equal to $0.01.
In
a
number of the Company’s filings since November 27, 2007, the Company’s officers
have presented two opposing views of various matters relating to corporate
governance as a result of a difference of opinion regarding the status and
form
of the transaction, the power of the Board of Directors under the Company’s
bylaws and the Delaware General Corporation Law, and the effect of certain
legal
proceedings against a former stockholder in the Delaware Chancery Court to
cancel shares issued to such stockholder. As a result of the consummation of
the
transaction contemplated by Stock Purchase Agreement described
in Item 1.01,
a new
Board of Directors and new officers have been elected and neither of the former
officers and directors has any ongoing operational or governance role in the
Company.
The
Stock
Purchase Agreement contains a mutual release between the Company, MacKay Group
Limited, the Company’s former officers and directors, and certain stockholders
of the Company. The purpose of the mutual release was to amicably resolve all
matters related to the two opposing views of the Company’s officers and
directors as reflected in the Company’s filings since November 27,
2007.
The
Company has engaged counsel to review the previous filings of the Company and
to
advise the Company of any suggested amendments that may be required and/or
advisable;
however
according to most current stock ledger certified by the transfer agent,
50,009,682 shares of the Company’s common stock are issued and
outstanding.
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
|
|
|
|
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By:
/s/
Richard
Specht
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May
1,
2008
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|
Name:
Richard Specht
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|
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Title:
Former CEO
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