-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AELUFfPUYwVao/LUjwUWqd15ZNRjdXSEWEmOzomgYSHY7JduD6EBDR9sWSR+2rxw bWlyxgrJCnBeRYNKiv7vYQ== 0001144204-07-044790.txt : 20070817 0001144204-07-044790.hdr.sgml : 20070817 20070817122543 ACCESSION NUMBER: 0001144204-07-044790 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070816 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLICARD INC CENTRAL INDEX KEY: 0000081050 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 230991870 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03315 FILM NUMBER: 071064388 BUSINESS ADDRESS: STREET 1: 620 FIFTH AVENUE ROCKEFELLER CENTER STREET 2: 7TH FLOORR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126513102 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE ROCKEFELLER CENTER STREET 2: FIFTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: PUBLICKER INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 v085371_8k.htm Unassociated Document
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) August 16, 2007

PubliCARD, Inc.

(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania
0-29794
23-0991870
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
75 Rockefeller Plaza, 16th Floor,
New York, NY
 
10019
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code  
(212) 265-7013
 
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):

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 2.02 Execution of A Material Contract
 
On August 16, 2007, the Board of Directors of PubliCARD, Inc. (the “Company”) executed a non-binding letter of intent with The 500 Group, LLC., an entity controlled by the Company’s Chief Executive Officer whereby The 500 Group, LLC, would provide $500,000 to fund a plan of reorganization in the Company’s currently pending Chapter 11 bankruptcy proceeding and for the post-confirmation needs of the Company as a publicly reporting entity. There are no assurances that Disclosure Statement and Plan of Reorganization will be approved by the Company’s creditors, equity holders or the Bankruptcy Court. Copies of the executed Letter of Intent and Press Release are filed as Exhibit 99.1 and 99.2 respectively.
 
The information in this report, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Furthermore, the information in this report, including the exhibit, shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a)
Not applicable

(b)
Not applicable

(c)
Not applicable

(d)
Exhibits

99.1  
Letter of Intent between The 500 Group, LLC and PubliCARD, dated August 16, 2007.
99.2  
Press release dated August 16,, 2007 announcing Letter of Intent between The 500 Group, LLC., and PubliCARD, Inc.
 
2

 
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 hereunto duly authorized.
 
     
  PubliCARD, Inc.
  Registrant
 
 
 
 
 
 
Date: August 16, 2007 By:   /s/ Joseph Sarachek
 
Joseph Sarachek
  Chief Executive Officer
 
3

 
EXHIBIT INDEX
 
 
Exhibit
Number
  Description
     
99.1  
Letter of Intent between The 500 Group, LLC, and PubliCARD, dated August 16, 2007.
99.2  
Press Release announcing Letter of Intent between The 500 Group, LLC and PubliCARD, dated August 16, 2007.

4

EX-99.1 2 v085371_ex99-1.htm Unassociated Document
EXHIBIT 99.1
 
The 500 Group, LLC
22 Harvest Drive
Scarsdale, NY 10583
(516) 487-6467



August 9, 2007
 
Chairman of the Board
PubliCARD, Inc.
1 Rockefeller Plaza, 14th Fl.
New York, NY 10020
 
Re: Proposal to Fund Plan of Reorganization

Dear Sir:

The 500 Group, LLC (the “500 Group”), an entity controlled by Joseph E. Sarachek, proposes to fund a plan of reorganization for PubliCARD, Inc. (“PubliCARD”), a Pennsylvania corporation currently in a Chapter 11 bankruptcy proceeding in the United States Bankruptcy Court for the Southern District of New York.

The principal terms of the Transaction subject to this proposal are outlined below:
 
1. The Transaction. The 500 Group will arrange a purchase of 90% of the stock of PubliCARD. The existing preferred shareholders will convert their shares to common stock. The existing common stock will undergo a 100 to 1 split. All shareholders with less than 100 shares will receive no recovery. Based on our review, post-reorganization, the common shareholders will number approximately 1400. The common shareholders will own 10% of the public stock.
 
2. Funding. The 500 Group will provide $150,000 in cash for payment of administrative, priority, and unsecured creditors. $350,000 shall remain in PubliCARD to insure that post-confirmation the Company is a viable entity.
 
 
 
Amount
 
Treatment
 
Admin
   
60,000
   
paid in full
 
Priority - Pa, NYS, IRS
   
30,000
   
30,000
 
Unsecured
   
300,000
   
60,000
 
Preferred
   
465
   
require them to convert
 
Common
   
24,000,000
   
100 to 1 split/provide 10% to common
 
 

 
2. Financing. We anticipate initially financing the Transaction with approximately 100% equity capital which will be invested by The 500 Group.
 
3. Continued Operations. Prior to closing, PubliCARD will continue to manage and operate all aspects of the Company in the ordinary course in a manner consistent with past practice.
 
4. Break-up Fee. To induce The 500 Group to pursue the Transaction contemplated hereby and to incur the costs and expenses required to complete the proposed acquisition, from the effective date hereof through the earlier of a plan of reorganization is confirmed by the Bankruptcy Court., the Company hereby agrees that if a higher and better offer is made and consummated by another party, PubliCARD shall pay to The 500 Group a break up fee reimbursing it for all its costs and expenses, including legal fees.
 
5. Approvals. This letter is subject to approval by the Bankruptcy Court. Please indicate agreement with the foregoing by signing below. This letter will become effective as of the latest date accompanying the signatures. This letter may be signed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one instrument.
 
2

 
We look forward to working with you to close the Transaction as expeditiously as possible. Please call me at (212) 265-7013 if you have any questions about our proposal.
 
Sincerely,
 
The 500 Group, LLC      
       

Joseph E. Sarachek
   
Managing Partner      
       
       
Agreed to and Accepted by:      
       
PubliCARD, Inc.      
       

By:
   
Its:
 
Date:
     
 
3

EX-99.2 3 v085371_ex99-2.htm
EXHIBIT 99.2
 
FOR IMMEDIATE RELEASE 
Contact: Joseph Sarachek
Chief Executive Officer
PubliCARD, Inc.
(212) 265-7013
 
PubliCard Announces Letter of Intent to Fund Plan of Reorganization
 
NEW YORK - August 16, 2007 - PubliCARD, Inc. (OTC BB: CARD.OB) announced today that it entered into a letter of intent with The 500 Group, LLC., an entity controlled by its Chief Executive Officer, Joseph E. Sarachek, to fund a plan of reorganization in the Company’s pending bankruptcy proceeding in the United States Bankruptcy Court for Southern District of New York. The terms of the Letter of Intent state that The 500 Group will provide $500,000 for the Company to satisfy its creditors and continue to operate as an ongoing publicly reporting company post-bankruptcy. Existing shareholders will receive 10% of the common stock in the emerged entity. In consideration for its investment, The 500 Group will own the balance of the common stock. Other than Mr. Sarachek, none of the existing Board Members are investors in The 500 Group or will have a controlling stake in the newly emerged entity.
Consummation of the transactions contemplated by the Letter of Intent will require approval by the Company's Board of Directors, creditors, certain shareholders and by the Bankruptcy Court. There can be no assurance that the required approvals will be obtained.
 
About PubliCARD, Inc.
Headquartered in New York, NY, PubliCARD, through its Infineer Ltd. subsidiary, designs smart card solutions for educational and corporate sites. More information about PubliCARD can be found on its web site www.publicard.com.
 
Special Note Regarding Forward-Looking Statements: Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements. Such factors include the Company’s inability to continue as a going concern. For more information on the potential factors which could affect financial results and the Company’s ability to continue as a going concern, refer to the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2006.


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