Press Release
Form 8-K for CREATIVE VISTAS INC
January 06, 2006
Entry into Material Agreement, Financial
Statements and Exhibits
ITEM 1.01 Entry into a Material Definitive
Agreement
Creative Vistas, Inc. (the Registrant) entered into
an agreement, through its wholly owned newly formed
Delaware subsidiary, Cancable Holding Corp. (Holding),
to acquire all of the issued and outstanding shares
of capital stock and any other equity interests of Cancable
Inc., an Ontario corporation (Cancable), on December
31, 2005. To finance the acquisition, also on December
31, 2005, subsidiaries of the Registrant entered into
a loan agreement with Laurus Master Fund, Ltd. (Laurus)
to which the Registrant became a guarantor.
The Acquisition
On December 31, 2005, the Registrant, Cancable, Holding,
Covington Capital Corporation (Covington) and BMO Capital
Corporation (BMO) entered into a Stock Purchase Agreement
for the purchase by Holding of all the issued and outstanding
shares of capital stock and any other equity interests
of Cancable. See Item 2.01 below.
The Financing
Also on December 31, 2005, Cancable and Holding entered
into a series of agreements with Laurus whereby Cancable
issued to Laurus a secured term note (the Note) in the
amount of Six Million Eight Hundred Sixty Five Thousand
Dollars ($6,865,000) and Holding issued to Laurus a
related option to purchase up to 49 shares of common
stock of Holding (up to 49% of the outstanding shares
of Holding) at a price of $0.01 per share (the Option).
The loan is secured by all of the assets of the Registrant
and its subsidiaries: Creative Vistas Acquisition Corp.,
Iview Digital Video Solutions, Inc., Holding, Cancable
and Cancable, Inc., a Nevada corporation and wholly
owned subsidiary of Cancable.
The principal amount of the Note bears interest at
the prime rate plus one and three quarters percent with
a minimum rate of seven percent.
Cancable and Holding have granted Laurus a right of
first refusal with respect to any debt or equity financings
for a period of 180 days after closing.
In connection with this financing, the Registrant entered
into an Amendment dated December 31, 2005 amending its
September 30, 2004 financing documents with Laurus to
provide that a default under the September 30, 2004
financing documents would trigger a default under the
December 31, 2005 financing documents and that a default
under the December 31, 2005 financing documents would
trigger a default under the September 30, 2004 financing
documents.
Also on December 31, 2005, the Registrant and Laurus
entered into an Amendment and Waiver extending the date
by which the Registrant was to have an effective registration
statement on file with the Securities and Exchange Commission
registering the shares of common stock of the Registrant
issuable upon conversion of the Secured Convertible
Term Note and the exercise of the Warrant to March 31,
2006.
The Registrant and Laurus also entered into an Amendment
dated December 31, 2005, deferring the principal payments
due under the Secured Convertible Term Note dated September
30, 2004 in exchange for a Warrant exercisable for 100,000
shares of common stock of the Registrant at an exercise
price per share of $0.80.
ITEM 2.01 Completion of Acquisition
On December 31, 2005, pursuant to the Stock Purchase
Agreement, Holding acquired all of the issued and outstanding
shares of capital stock and any other equity interests
of Cancable from Covington and BMO for consideration
of CND$1.00. In connection therewith, Cancable paid
off certain debts of Cancable to its stockholders, Covington
and BMO, in the amount of Canadian Six Million Nine
Hundred Thirty Four Thousand Three Hundred Fifty Dollars
(CND $6,934,350) using proceeds of the financing transaction
described in Item 1.01.
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ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The required Financial Statements of Cancable will
be filed by amendment to this Form 8-K prior to March
17, 2006.
(b) Pro-Forma Financial Information
The required pro-forma financial information will be
filed by amendment to this Form 8-K prior to March 17,
2006.
(c) Not applicable.
(d) The following exhibits are filed as part of this
Report:
2.1 Stock Purchase Agreement dated December
31, 2005, by and among
Creative Vistas, Inc., Cancable, Inc. and the Stockholders
Party
thereto
2.2 Escrow Agreement dated December 31, 2005, among
Cancable Holding
Corp., Covington Fund II Inc. and BMO Capital Corporation
and
Gowling Lafleur Henderson LLP, as Escrow Agent
10.1 Securities Purchase Agreement,
dated December 31, 2005, by and
among Laurus Master Fund, Ltd., Cancable Inc. and Cancable
Holding
Corp.
10.2 Secured Term Note, dated December
31, 2005, issued by Cancable
Inc. to Laurus Master Fund, Ltd.
10.3 Option, dated December 31, 2005,
issued by Cancable Holding Corp.
to Laurus Master Fund, Ltd.
10.4 Guarantee, dated December 31, 2005 by and among
Creative Vistas,
Inc. Cancable Inc., Cancable Holding Corp., Cancable,
Inc., A.C.
Technical Systems Ltd., Creative Vistas Acquisition
Corp., and Iview
Digital Video Solutions Inc.
10.5 Side Agreement, dated December
31, 2005 between Cancable Inc.,
Cancable Holding Corp., Cancable, Inc. and Creative
Vistas, Inc.
10.6 Joinder and Confirmation of
Security Interest, dated December 31,
2005 among Cancable Inc., Cancable Holding Corp., Cancable,
Inc.,
A.C. Technical Systems Ltd., Creative Vistas Acquisition
Corp.,
Iview Digital Video Solutions Inc., Brent Swanick and
Creative
Vistas, Inc. and Laurus Master Fund, Ltd.
10.7 Master Security Agreement, dated
December 31, 2005, by and among
Creative Vistas, Inc., certain of its subsidiaries and
Laurus Master
Fund, Ltd.
10.8 Share Pledge Agreement, dated December 31, 2005,
by and among
Laurus Master Fund, Ltd., Creative Vistas, Inc., and
each of the
undersigned Pledgors
10.9 Funds Escrow Agreement, dated
December 31, 2005, by and among
Creative Vistas, Inc., Laurus Master Fund, Ltd., and
Loeb & Loeb
LLP
10.10 Amendment, dated December 31,
2005, by and among Creative Vistas,
Inc., Creative Vistas Acquisition Corp., A.C. Technical
Systems
Ltd. and Laurus Master Fund, Ltd.
10.11 Amendment and Waiver, dated
as of December 31, 2005, by and
between Creative Vistas, Inc. and Laurus Master Fund,
Ltd., for the
purpose of amending the terms of that certain Registration
Rights
Agreement by and between the Registrant and Laurus,
dated as of
September 30, 2004
10.12 Amendment, dated as of December
31, 2005 between Creative Vistas,
Inc. and Laurus Master Fund, Ltd. for the purpose of
amending the
Securities Purchase Agreement, dated as of September
30, 2004, the
Secured Convertible Term Note, dated as of September
30, 2004 and
the Registration Rights Agreement dated as of September
30, 2004
99.1 Press Releases
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