Press Release
Form 8-K for CREATIVE VISTAS INC
February 17, 2006
Entry into Material Agreement, Sale
of Equity, Financial Statements and Exhib
ITEM 1.01 Entry into a Material Definitive
Agreement
Creative Vistas, Inc. (the Registrant) and its subsidiaries,
Iview Holding Corp., a newly formed Delaware corporation
and direct subsidiary of the Registrant (Holding), and
Iview Digital Video Solutions Inc. (Iview), entered
into a series of agreements with Laurus Master Fund
Ltd. (Laurus) pursuant to a refinancing transaction
whereby the Registrant issued to Laurus a secured term
note (the Company Note) in the amount of Eight Million
Two Hundred Fifty Thousand Dollars ($8,250,000), Iview
issued to Laurus a secured term note (the Iview Note)
in the amount of Two Million Dollars ($2,000,000), the
Registrant issued to Laurus a related warrant to purchase
up to 2,411,003 shares of common stock of the Registrant
(up to 7.5% of the outstanding shares of the Registrant)
at a price of $0.01 per share (the Warrant) and Holding
issued to Laurus a related option to purchase up to
20 shares of common stock of Holding (up to 20% of the
outstanding shares of Holding) at a price of $0.01 per
share (the Option). The loans are secured by all of
the assets of the Registrant and its subsidiaries: A.C.
Technical Systems Ltd., Creative Vistas Acquisition
Corp., Holding, Iview, Cancable Holding Corp., Cancable
and Cancable, Inc.
Simultaneously with the closing of this refinancing
transaction, the Registrant paid off the entire outstanding
principal amount and all obligations due to Laurus under
the Secured Convertible Term Note dated September 30,
2004, the Secured Convertible Minimum Borrowing Note
dated September 30, 2004 and the Secured Revolving Note
dated September 30, 2004 (collectively, the 2004 Notes)
and such 2004 Notes were subsequently cancelled.
The principal amounts of the Company Note and the Iview
Note bear interest at the prime rate plus two percent
with a minimum rate of seven percent.
The Registrant, Iview 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.
ITEM 3.02 Unregistered Sales of Equity Securities
See Item 1.01. In connection with this transaction the
Registrant relied upon the exemptions from registration
provided by Section 4(2) of the Securities Act of 1933,
as amended, and Rule 506 of Regulation D as Laurus is
an accredited investor as defined in Rule 501(a) of
Regulation D.
ITEM 9.01 Financial Statements and Exhibits
--------------------------------------------------------------------------------
(d) The following exhibits are filed as part of this
Report:
10.1 Securities Purchase Agreement, dated February
13, 2006, by and among Laurus Master Fund, Ltd., Creative
Vistas, Inc., Iview Holding Corp. and Iview Digital
Video Solutions Inc.
10.2 Secured Term Note, dated February 13, 2006, issued
by Creative Vistas, Inc. to Laurus Master Fund,
Ltd.
10.3 Secured Term Note, dated February 13, 2006, issued
by Iview Digital Video Solutions Inc. to Laurus Master
Fund, Ltd.
10.4 Option, dated February 13, 2006, issued by Iview
Holding Corp. to Laurus Master Fund, Ltd.
10.5 Warrant, dated February 13, 2006, issued by Creative
Vistas, Inc. to Laurus Master Fund,
Ltd.
10.6 Amended and Restated Guaranty, dated February
13, 2006 by and among Creative Vistas, Inc., Cancable
Inc., Cancable Holding Corp., Cancable, Inc.,
A.C. Technical Systems Ltd., Creative Vistas Acquisition
Corp., Iview Holding Corp. and Iview Digital Video Solutions
Inc.
10.7 Amended and Restated Guaranty, dated February
13, 2006 between Brent W. Swanick and Laurus
Master Fund, Ltd.
10.8 Side Agreement, dated February 13, 2006 between
Iview Digital Video Solutions, Inc., Iview Holding Corp.,
Creative Vistas Acquisition Corp. and Laurus Master
Fund, Ltd.
10.9 Joinder and Confirmation of Security Agreement,
dated February 13, 2006 among Iview Holding Corp., Cancable
Inc., Cancable Holding Corp., Cancable, Inc., A.C. Technical
Systems Ltd.,
Creative Vistas
Acquisition Corp.,
Iview Digital Video
Solutions Inc., and
Creative Vistas, Inc.
delivered to Laurus
Master Fund, Ltd.
10.10 Joinder and Confirmation of Security Agreement,
dated February 13, 2006, by Brent W. Swanick delivered
to Laurus Master Fund, Ltd.
10.11 Funds Escrow Agreement, dated February 13, 2006,
by and among Creative Vistas, Inc., Laurus Master Fund,
Ltd., and Loeb & Loeb
LLP
--------------------------------------------------------------------------------
10.12 First Amendment to Securities Purchase Agreement,
dated February 13, 2006, by and among Cancable Inc.,
Cancable Holding Corp. and Laurus Master Fund, Ltd.
for the purpose of amending the terms of that certain
Securities Purchase Agreement by and among Cancable
Inc., Cancable Holding Corp. and Laurus, dated as of
December 31, 2005
10.13 Registration Rights Agreement, dated as of February
13, 2006, by and between Creative Vistas, Inc. and Laurus
Master Fund, Ltd.
10.14 Cash Collateral Deposit Letter, dated as of February
13, 2006 by and among Cancable Holding Corp., Iview
Digital Video Solutions Inc., Cancable Inc., Cancable,
Inc., Creative Vistas, Inc., Creative Vistas Acquisition
Corp., A.C. Technical Systems Ltd., and Iview Holding
Corp.
Click here to view all
CREATIVE VISTAS SEC FILINGS
|