8-K 1 pcun_8k.htm CURRENT REPORT United States Securities & Exchange Commission EDGAR Filing


 

 

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 (Date of earliest event reported):  April 30, 2009

______________

PC UNIVERSE, INC.

(Exact name of registrant as specified in its charter)

______________


 

 

 

Nevada

000-52804

65-0620172

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

9605 Parkview Ave.,  Boca Raton, Florida 33428

 (Address of Principal Executive Office) (Zip Code)

(561) 504-9746

(Registrant’s telephone number, including area code)

504 NW 77th Street, Boca Raton, Florida 33487

(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 2.01.

Completion of Acquisition or Disposition of Assets.


On April 30, 2009, PC Universe, Inc., a Nevada corporation (the “Company”), completed the sale of substantially all of the assets of the Company (the “Assets”) under the asset purchase agreement (the “Agreement”) dated December 19, 2008, by and between the Company and eMedia Management LLC, a Delaware limited liability company (the “Buyer”).

In consideration for the purchase of the Assets, the Buyer paid an aggregate amount of $500,000 (the “Purchase Price”), a portion of which funds were transferred directly to IBM Credit LLC (“IBM”), a secured creditor of the Company, to satisfy the terms of a Settlement and Release Agreement, executed December 19, 2008, entered into between IBM and the Company (the “Settlement Agreement”).  The remaining portion of the Purchase Price was transferred directly to the Company and used to satisfy certain of the Company’s trade debt in connection with the Company’s web business.

Copies of the Agreement and the Settlement Agreement were filed as Exhibits 2.1 and 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008 and are incorporated herein by reference.

Item 9.01  

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed herewith:

 

 

 

 

Exhibit No.

 

Description

 

2.1

 

Asset Purchase Agreement by and between eMedia Management LLC and PC Universe, Inc., dated December 19, 2008 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008)

10.1

 

Settlement and Release Agreement by and between IBM Credit LLC and PC Universe, Inc., executed December 19, 2008 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008)












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 thereunto duly authorized.

 

 

 

 

 

          

PC UNIVERSE, INC.

 

 

(Registrant)

  

 

 

 

Date: May 5, 2009

                            

By:

/s/ Thomas M. Livia

 

 

Name:

Thomas M. Livia

 

 

Title:

President and Co-Chief Executive Officer

 

 

 

 






EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

 

2.1

 

Asset Purchase Agreement by and between eMedia Management LLC and PC Universe, Inc., dated December 19, 2008 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008)

10.1

 

Settlement and Release Agreement by and between IBM Credit LLC and PC Universe, Inc., executed December 19, 2008 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008)