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
3, 2009
WORLD
AM, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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0-30639
(Commission
File
Number)
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90-0142757
(I.R.S.
Employer
Identification
No.)
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4340
Von Karman Ave., Suite 200
Newport
Beach, CA 92660
(Address
of principal executive offices) (zip code)
(949)
955-5355
(Registrant’s
telephone number, including area code)
(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:
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))
Section 1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On January 3, 2009, we entered into an
Asset Purchase Agreement effective as of December 31, 2008 (the “Agreement”)
with Isotec, Inc., our wholly-owned subsidiary (“Isotec”) and Isotec Security,
Inc. (“ISI”), a Colorado corporation controlled by David J. Barnes, our former
officer and director (“Barnes”), whereby Isotec agreed to sell substantially all
of its assets to ISI, and not to compete with ISI, in exchange for (i)
$250,000; (ii) the assumption by ISI of unpaid compensation owed by
Isotec to various individuals in an amount not to exceed $13,000; (iii) the
assumption by ISI of unpaid Isotec payroll withholding taxes for the 2008
calendar year, if any; and (iv) the assumption by ISI of various obligations,
including, but not limited to, the principal and accrued and unpaid interest and
expenses payable to Barnes pursuant to a Secured Promissory Note dated June 19,
2008, as amended, in the approximate amount of $206,000 (the “Barnes Note”)
(collectively, the “Purchase Price”). The cash portion of the
Purchase Price will be paid by delivery at the closing of (i) cash in the amount
of $30,000, and (ii) a promissory note in the approximate principal amount of
$220,000, payable in eleven installments of approximately $20,000, without
interest.
In conjunction with the obligation of
ISI to assume the Barnes Note, we entered into a Note Modification Agreement and
Release of Security and Guarantor (the “Note Modification Agreement”), whereby
ISI released Isotec and us from our respective obligations, commitments and
liabilities under (i) the Barnes Note, as amended, (ii) the Security Agreement
dated as of June 19, 2008, pursuant to which Isotec granted Barnes a security
interest in certain assets of Isotec in consideration of Barnes’ loan under the
Barnes Note, and (iii) the Guaranty of Payment Agreement date as of August 1,
2008, pursuant to which we guaranteed performance of Isotec’s obligations under
the Barnes Note.
Section
2 – Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
Effective as of December 31, 2008,
pursuant to the Agreement, Isotec completed the disposition to ISI of all of its
rights and assets, real, personal, and mixed, tangible or intangible, used in or
necessary for the operation of its principal business of developing, integrating
and supplying passage control security products (broadly categorized as access
control, weapons control, or materials control systems) to customers for use in
commercial, retail and government sectors, in exchange for the Purchase
Price.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Asset
Purchase Agreement dated January 3, 2009
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10.2
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Note
Modification Agreement dated January 3, 2009
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10.3
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Promissory
Note from Isotec Security, Inc. dated January 3,
2009
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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.
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Dated: January
8, 2009
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World
Am, Inc.,
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a
Nevada corporation
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/s/ Frederick T.
Rogers
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By:
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Frederick
T. Rogers
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Its:
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President
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