8-K 1 d8k161407.htm SILICON GRAPHICS INC (Form: 8-K, Received: 06/23/2006 06:06:54)


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 12, 2007


DATAMEG CORPORATION

(Exact Name of Registrant as Specified in Charter)


 

 

 

 

 

Delaware

 

333-128060

 

133-134389

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

2150 South 1300 East, Suite 500

Salt Lake City, Utah

 

84106

(Address of Principal Executive Offices)

 

(Zip Code)

 
Registrant’s telephone number, including area code: (866) 739-3945

(Former Name or Former Address, if Changed Since Last Report): N/A


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):  

¨

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 June 12, 2007, Datameg Corporation, a Delaware corporation (the "Parent" or "Datameg"), C.Com Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of Datameg ("Sub"), Computer Ctr.Com, Inc., a Massachusetts corporation ("Company"), and the holders of capital stock of the Company (the "Principal Shareholders") with respect to certain provisions only, entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Sub will be merged with and into the Company (the "Merger"), with Company continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Datameg.

Under the Merger Agreement, the aggregate consideration payable by Datameg and Sub is 1,500,000 Datameg unregistered common shares, subject to adjustment as set forth in the Merger Agreement. At the effective time of the Merger, each issued and outstanding share of capital stock of the Company will be converted into the right to receive Datameg unregistered common shares on the terms specified in the Merger Agreement

The Company, the Principal Shareholders, Datameg, and Sub have made customary representations, warranties and covenants in the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to customary closing conditions and audited financials. The Merger is expected to close during the month of July 2007, although there can be no assurance that the Merger can be close in that time period.

The Merger was announced in a press release issued on June 13, 2007 which release is set forth in Exhibit 99.1 attached hereto and is incorporated herein by reference.

 

The foregoing summary of the proposed transaction and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Merger Agreement dated June 12, 2007, attached as Exhibit 2.1, and incorporated herein by reference.

 

Item 8.01 Other Events

 

On June 13, 2007, Datameg issued a press release announcing the execution of the Merger Agreement.  The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01                                              Financial Statements and Exhibits.

  

(a)                                   Financial statements:  None.

 

(b)                                  Pro forma financial information:  None.

 

(c)                                   Exhibits:

 

2.1    Agreement and Plan of Merger dated June 12, 2007 by and among Datameg Corporation, C.Com Acquisition Corp., and Computer Ctr.Com, Inc.

 

99.1   Press release dated June 13, 2007.

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

Datameg Corporation

Dated: June 14, 2007

 

By:

 

/s/ James Murphy

 

 

James Murphy, Chairman and Chief Executive Officer