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): January 19, 2005
InfoSonics Corporation
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(Exact name of registrant as specified in its charter)
Maryland 005-79915 33-0599368
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5880 Pacific Center Blvd., San Diego, CA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 373-1600
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Not Applicable
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(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 (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
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Effective January 21, 2005, the Company granted to Abraham Rosler, a
Director and Executive Vice President of the Company, options to purchase 90,000
shares of its common stock pursuant to the Company's 2003 Stock Option Plan.
Effective as of the same date, the Company granted to Jeffrey Klausner, the
Chief Executive Officer of the Company, options to purchase 120,000 shares of
common stock and granted to Joseph Murgo, the Vice President of Sales of the
Company, options to purchase 25,000 shares of common stock, all under the
Company's 2003 Stock Option Plan. These options vest upon the later of 1) one
year from the date on which the employee was hired by the Company; or 2) the
date of grant. These options have an exercise price of $3.29 per share, which
was the closing price per share of the Company's common stock on January 21,
2005, and terminate three years from the date of grant. The options granted to
Messrs. Rosler, Klausner and Murgo were issued in consideration for services
rendered to the Company.
Also effective January 21, 2005, the Company granted options to purchase
15,000 shares of common stock pursuant to the Company's 2003 Stock Option Plan
to each of Randall Marx, Robert Picow, and Kirk Waldron in consideration for
serving as independent members of the Company's Board of Directors. These
options vest on December 31, 2005 and terminate five years from the date of
grant. These options have an exercise price of $3.29 per share, which was the
closing price per share of the Company's common stock on January 21, 2005.
Item 3.02 Unregistered Sales of Equity Securities
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On January 19, 2004, InfoSonics Corporation (the "Company") completed an
acquisition of all of the outstanding shares of common stock of Primasel S.A., a
corporation formed under the laws of Uruguay ("Primasel"), from Professional
Communications Inc., a corporation formed under the laws of the British Virgin
Islands ("PCI"). Pursuant to the terms of the Stock Purchase and Sale Agreement
for this transaction, the Company shall pay a cash earn-out to PCI tied to sales
and profit growth. In addition, the Company shall issue to PCI shares of the
Company's common stock (the "Common Stock") pursuant to an earn out tied to
sales over the next three years. Although the Company is not currently obligated
to issue any shares of Common Stock, if Primasel's sales reach certain agreed
upon levels within the next three years, the Company could issue to PCI up to a
total of 120,000 shares of Common Stock. These securities have not been, and
when issued will not be, registered under the Securities Act of 1933, as amended
(the "Securities Act"), or under state securities laws, and may not be offered
or sold in the United States absent registration with the Securities and
Exchange Commission or applicable exemption from the registration requirements.
This private securities issuance is exempt from registration under Section 4(2)
of the Securities Act and the rules promulgated thereunder.
Effective January 21, 2005, the Company granted options to purchase an
aggregate of 75,000 shares of its common stock to certain employees (the
"Employee Options"). The Employee Options vest upon the later of 1) one year
from the date on which the employee was hired by the Company; or 2) the date of
grant. The Employee Options have an exercise price of $3.29 per share, which was
the closing price per share of the Company's common stock on January 21, 2005,
and terminate three years from the date of grant. The Employee Options were
issued by the Company in transactions deemed exempt from registration under the
Securities Act under Section 4(2) of the Securities Act as transactions by an
issuer not involving any public offering.
Please see Item 1.01 above for disclosure regarding additional issuances of
unregistered securities to certain of the Company's executive officers and
Directors. These securities were issued by the Company in transactions deemed
exempt from registration under the Securities Act under Section 4(2) of the
Securities Act of 1933 as transactions by an issuer not involving any public
offering.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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On January 21, 2005, the Company appointed Kirk Waldron to the Board of
Directors. Mr. Waldron qualifies as an "independent director" of the Company and
will serve on the Company's Compensation, Nominating and Audit Committees. Mr.
Waldron currently serves as interim president and Chief Financial Officer for
SMTEK International, Inc. (NASDAQ: SMTI), an electronics manufacturing services
provider serving original equipment manufacturers in the medical, industrial
instrumentation, telecommunications, security, financial services automation,
aerospace and defense industries. Prior to joining SMTEK, Mr. Waldron served as
Chief Executive Officer, President and Chief Financial Officer for two other
public companies and is also a Certified Public Accountant.
Item 7.01. Regulation FD Disclosure.
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On January 21, 2005, the Company issued a press release announcing the
appointment of Kirk Waldron to the Company's Board of Directors. A copy of the
Company's press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in
Item 7.01 of this report shall not be deemed "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing. The disclosure in Item 7.01 of this report does not
constitute a determination of whether any information included in this Item is
material.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 10.11 Form of Stock Option Agreement under 2003 Stock
Option Plan - Non-Employee Directors
Exhibit 10.12 Form of Stock Option Agreement under 2003 Stock
Option Plan - Incentive Stock Options
Exhibit 99.1 Press release announcing the appointment of
Kirk Waldron to the Board of Directors dated
January 21, 2005.
SIGNATURES
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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.
InfoSonics Corporation
/s/ Jeffrey Klausner
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Chief Financial Officer
Dated: January 25, 2005