UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2006
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The Jackson Rivers Company
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(Exact name of registrant as specified in its charter)
Florida 333-70932 65-1102865
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
550 Greens Parkway, Suite 230, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 615-4242
5520 Wellesly Street, Suite 109, La Mesa, California 91942
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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))
EXPLANATORY NOTE
This Form 8-K/A amends the Current Report on Form 8-K dated May 5, 2006 filed
with the Securities and Exchange Commission on May 9, 2006 to include the
requirements of Item 9.01(a) Financial Statements of Business Acquired, Item
9.01(b) Pro Form Financial Information and to correct certain items contained in
our original filing.
Item 1.01 Entry into a Material Definitive Agreement.
See Item 2.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 5, 2006, The Jackson Rivers Company, a Florida corporation ("JRC"),
through its wholly-owned subsidiary, JKRI Acquisition Corp., a Texas corporation
("JKRI"), consummated its acquisition of UTSI International Corporation, a Texas
corporation ("UTSI"), pursuant to that certain Agreement and Plan of Merger,
dated May 5, 2006, by and among JRC, JKRI, UTSI, and each of the stockholders of
UTSI (the "Merger Agreement"). Pursuant to the Merger Agreement, UTSI merged
with and into JKRI, with JKRI as the surviving corporation, and each share of
UTSI common stock outstanding at the effective time of the merger was converted
into the right to receive 1.4380297 share of a JRC Series C Preferred Stock
(i.e., the 1,529,871 shares of common stock of UTSI outstanding are convertible
into an aggregate of 2,200,000 shares of Series C Preferred Stock of JRC).
Each share of Series C stock will initially be convertible, starting after
May 5, 2008, into that number of shares of The Jackson Rivers Company common
stock obtained by multiplying the number of shares to be converted by a
fraction, the numerator of which is $1.00 and the denominator equal to the
"market price" of The Jackson Rivers Company common stock at the time of
conversion. The conversion rate is subject to adjustment. See Item 5.03.
The terms of the Merger Agreement provide that certain events (Section 8)
shall constitute an Event of Default thereunder, which events shall give the
non-defaulting party the right to require all parties to the Merger Agreement to
take all actions required to unwind and effectively rescind the Merger.
This description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
In connection with the Merger Agreement described above, we issued an
aggregate of 2,200,000 shares of Series C Preferred Stock of JRC. We relied on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, for the offer and sale of the Series C Preferred Stock.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On May 12, 2006, our Board of Directors appointed Daniel W. Nagala as
a Director of The Jackson Rivers Company. Our bylaws confer upon the Board of
Directors the power to determine the exact number of authorized directors and by
unanimous written consent dated as of May 12, 2006, our Board of Directors
increased the number of authorized directors to (3). Concurrent with the
increase in the size of the Board, our Board of Directors, elected Daniel W.
Nagala as an additional Director.
Daniel W. Nagala has been a director of The Jackson Rivers Company since May 12,
2006. Mr. Nagala also serves as President and Chief Executive Officer of UTSI
International Corporation, our wholly owned subsidiary as of May 5, 2006. Mr.
Nagala founded UTSI, a company specializing in engineering and information
solutions for the oil and gas pipeline industry in 1985 and has served as
President and Chief Executive Officer since that time. Mr. Nagala holds an
engineering-based Bachelor of Science degree in Computer Science (1976) from
Northern Arizona University, Flagstaff, Arizona.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in
Fiscal Year.
On May 5, 2006, our Board of Directors approved an amendment to our
Articles of Incorporation (filed with the Florida Secretary of State on May 5,
2006) to provide for a new series of preferred stock, as permitted by our
Articles of Incorporation, such series of preferred stock being entitled "Series
C Preferred Stock". Our Articles of Incorporation provide for our Board of
Directors to fix the terms of preferred stock by resolution without the vote of
stockholders.
Each share of Series C stock will initially be convertible, starting May
5, 2008, into that number of shares of The Jackson Rivers Company common stock
obtained by multiplying the number of shares to be converted by a fraction, the
numerator of which is $1.00 and the denominator equal to the "market price" (as
defined in the Amendment) of The Jackson Rivers Company common stock at the time
of conversion. The conversion rate is subject to adjustment in certain
circumstances, as set forth in the amendment. The Series C Preferred Stock can
be redeemed at "market value" (as defined in the Amendment)and has a right to be
paid a liquidation preference at "market value" prior to any payments to the
Series A Preferred Stock and the common stockholders in a liquidation. The
Series C Preferred Stock is non-voting.
This description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, which is incorporated
herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.*
(i) The audited financial statements of UTSI International
Corporation for its fiscal years ended June 30, 2005 and June
30, 2004 and
(ii) The unaudited financial statements of UTSI International, Inc.
for the nine month period ended March 31, 2006 and March 31,
2005.
*Attached as Exhibit 99.1
(b) Pro Forma Financial Information.**
(i) The unaudited consolidated pro forma financial statements of
The Jackson Rivers Company and UTSI International, Inc. for
the nine month period March 31, 2006
(ii) The unaudited consolidated proforma statement of operations of
The Jackson Rivers Company and UTSI International, Inc. for
the fiscal year ended June 30, 2005.
The unaudited consolidated pro forma financial statements presented
herein are for illustrative purposes only. The pro forma adjustments
are based upon available information and certain assumptions that
management believes are reasonable, and should be read in
conjunction with the historical financial statements of The Jackson
Rivers Company and UTSI International, Inc. The unaudited pro forma
information is not necessarily indicative of the future financial
position or operating results of the combined company.
**Attached as Exhibit 99.2
(c) Exhibits.
Exhibit
Number Description
3.1 Articles of Amendment to the Articles of Incorporation of The
Jackson Rivers Company amending and restating the terms of the
Series C Preferred Stock, filed with the Florida Secretary of
State on May 5, 2006. (1)
10.1 Agreement and Plan of Merger dated May 5, 2006, by and among
The Jackson Rivers Company, JKRI Acquisition Corp., UTSI
International Corporation, and the stockholders of UTSI
International Corporation. (1)
99.1 Financial Statements listed in Item 9.01(a) above.
99.2 Pro Forma Financial Information listed in Item 9.01(b) above.
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(1) Filed as an Exhibit to our Quarterly Report on Form 10QSB for
the period ended March 31, 2006.
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.
THE JACKSON RIVERS COMPANY
(Registrant)
Date: July 26, 2006 By: /s/ Jeffrey W. Flannery
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Jeffrey W. Flannery, Chief Executive
Officer, Chief Financial Officer,
Treasurer and Secretary