Focus Enhancements Inc - Current report filing (8-K)
July 01 2008 - 3:51PM
Edgar (US Regulatory)
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) June 25, 2008
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FOCUS
ENHANCEMENTS, INC.
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|
|
|
(Exact
name of registrant as specified in its
charter)
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Delaware
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1-11860
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04-3144936
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|
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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|
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1370
Dell Avenue, Campbell, CA
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95008
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_______________________________________________________________________
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______________________________
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code
(408) 866-8300
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NA
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|
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(Former
name or former address, if changed since last
report.)
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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 25, 2008, Focus Enhancements,
Inc. (the “Company” or “Focus”) entered into a purchase agreement (“Purchase
Agreement”) for the purchase of certain intellectual property rights for a
prototype audio product chipset developed by AudioMojo, Inc. (“the Chipset”),
and currently owned by Hallo Development Co., LLC (“Hallo”). The
closing of the Company’s purchase of such intellectual property rights is
subject to
the
satisfaction of certain
closing conditions in the Purchase Agreement and
is scheduled to occur as promptly as practicable after the satisfaction or
waiver of such closing conditions. The consideration to be paid for
the purchase of such intellectual property rights consist of (a) 1,800,000
shares of Focus’ common stock, subject to certain conditions, including that
300,000 shares of which are to be held in escrow, and (b) a revenue share
relating to the future sales of the Chipset extending over a period of three
years from the date of first commercial shipment (“FCS”). The revenue
share is equal to (a) 10% of net sales in the first year after FCS, (b) 7.5% of
net sales in the second year after FCS and (c) 5% of net sales in the third year
after FCS.
Notwithstanding
the Securities and Exchange Commissions Rule 144, the shares of the Focus’
common stock issued in connection with this transaction shall be subject to
restrictions against sale by Hallo to any third party until the earlier of (a)
the date at which the Focus has sold and received $1,000,000 in net revenues
from the Chipset or (b) December 31, 2009.
The Purchase Agreement includes
customary representations and warranties for a transaction of this nature,
including without limitation, representations and warranties regarding authority
of the parties to enter into the Purchase Agreement and title to the
intellectual property rights. In addition, the Purchase Agreement
provides for the indemnification of Focus in the event of losses incurred by
Focus in connection with, arising out of, or resulting from a breach of the
Purchase Agreement or an inaccuracy of any of the seller’s representations and
warranties made in the Purchase Agreement.
Hallo is an unrelated party with
no other material relationship to Focus.
Forward Looking
Statement
Statements in this report concerning
the Purchase Agreement and any other statement that may be construed as a
prediction of future performance or events are forward looking statements that
involve known and unknown risks, uncertainties and other factors that may cause
actual results to differ materially from those expressed or implied by such
statements. These factors include uncertainties as to completion of
the closing conditions and other risks including those described from time to
time in the Company’s filings on Form 10-K and 10-Q with the Securities and
Exchange Commission, press releases or other communications.
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.
FOCUS ENHANCEMENTS, INC.
Date: July
1,
2008
By:
/s/ Gary L.
Williams
Gary
L. Williams
Vice
President of Finance and ChiefFinancial Officer
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