Nevada | 000-26213 | 83-0401552 | ||||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||||
of Incorporation) | File Number) | Identification No.) |
11101 W 120th Ave, Suite 200, Broomfield, Colorado 80021 | ||
(Address of Principal Executive Offices) (Zip Code) |
303-544-1111 | ||
(Registrant’s telephone number, including area code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
2 |
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●
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$600,000 on the date of the consummation of the Merger, at which time TIG will, among other things, (i) execute and deliver a general release of all claims against the Company, Wasik and DiPaolo, including but not limited to, any claims relating to the Action, the agreement between the Company and TIG, and all circumstances and matters related thereto, and (ii) release specified items of equipment to SSH;
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$300,000 in consecutive monthly installments of $44,444 each for the first six months (commencing on the 30th day after the consummation of the Merger and on the same day of each month thereafter) and $33,336 in the seventh month; and
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$1,018,416 within one year of the consummation of the Merger, reduced by amounts credited or collected following the sale of specified items of equipment before the date of payment.
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3 |
Exhibit
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Description of Exhibit
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2.1
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Amendment No. 1, dated as of September 22, 2014, to the Agreement and Plan of Merger dated as of March 14, 2014 by and among Roomlinx, Inc., Signal Point Holdings Corp. and Roomlinx Merger Corp.*
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10.1
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Settlement Agreement and Mutual General Release dated as of September 23, 2014, by and among PC Specialists, Inc. (d/b/a Technology Integration Group), Roomlinx, Inc., Michael S. Wasik, Anthony DiPaolo, and SignalShare Hospitality, Inc.
* The exhibits to Exhibit 2.1 have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any such omitted exhibit to the Securities and Exchange Commission upon request.
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4 |
Dated: September 24, 2014
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ROOMLINX INC. | |||
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By:
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/s/ Michael S. Wasik | ||
Michael S. Wasik | ||||
President and Chief Executive Officer |
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2 |
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SP:
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ROOMLINX: | |||||
Signal Point Holdings Corp.
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Roomlinx, Inc. | |||||
By:
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/s/ Robert DePalo | By: |
/s/ Michael Wasik
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Name: Robert DePalo
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Name: Michael Wasik
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Title: Chief Executive Officer
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Title: Chief Executive Officer
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MERGER SUB: | |||||
Roomlinx Merger Corp.
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By: |
/s/ Michael Wasik
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Name: Michael Wasik
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Title: Chief Executive Officer
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Page 1 of 18
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Page 2 of 18
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a.
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Six Hundred Thousand Dollars ($600,000.00) on the closing date of the Merger Transaction. Upon Payment of the Six Hundred Thousand Dollars ($600,000) to TIG, TIG will fully release Roomlinx, Wasik and DiPaolo as set forth in paragraph 9 of this Settlement Agreement, file the Dismissals and Stipulations described in paragraph 6(b) of this Settlement Agreement, consent to the transfer of the rights and obligations described in this Settlement Agreement to SignalShare Hospitality with no recourse against SSI F/K/A Roomlinx (Parent), and release to SignalShare Hospitality the items of the Remaining Stored Equipment described in Exhibit “C” hereto.
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Page 3 of 18
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b.
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Three Hundred Thousand Dollars ($300,000.00) in consecutive monthly installments of Forty Four Thousand Four Hundred Forty-Four Dollars ($44,444.00) each for the first six (6) months and Thirty Three Thousand Three Hundred Thirty-Six Dollars ($33,336.00) in the seventh (7th) month, which payments shall commence on or before the 30th day after the closing of the Merger Transaction and on the same day of each month thereafter until fully paid.
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c.
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One Million Eighteen Thousand Four Hundred Sixteen Dollars ($1,018,416.00), reduced by amounts credited pursuant to paragraph 3 of this Settlement Agreement, within one (1) year of closing of the Merger Transaction, and as TIG releases to SignalShare Hospitality and/or sells to third parties the Remaining Purchased Equipment and the Remaining Stored Equipment, as follows:
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i.
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Upon closing of the Merger Transaction, SignalShare Hospitality shall issue and forward to TIG a non-cancellable Purchase Order for all of the Remaining Purchased Equipment and all of the Remaining Stored Equipment not released to SignalShare Hospitality pursuant to paragraph 2(a) of this Settlement Agreement and described in Exhibit “C.” Thereafter, SignalShare Hospitality shall pay for and take delivery of all of the Remaining Purchased Equipment and the Remaining Stored Equipment (except for the Remaining Stored Equipment already released to SignalShare Hospitality pursuant to paragraph 2(a) of this Settlement Agreement, and described in Exhibit “C,” and except for any of the Remaining Purchased Equipment sold to a third party pursuant to paragraph 3 of this Settlement Agreement) within one (1) year.
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Page 4 of 18
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ii.
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Subject to the provisions of paragraph 3 of this Settlement Agreement, TIG shall release to SignalShare Hospitality specific items of the Remaining Purchased Equipment listed on Exhibit “A” and Remaining Stored Equipment listed on Exhibit “B” upon receipt of a written request specifying the items of such equipment to be released, the date they are to be released, and the identity of any buyer for the equipment.
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iii.
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Prior to TIG’s release of any items of the Remaining Purchased Equipment or the Remaining Stored Equipment to SignalShare Hospitality as provided in paragraph 2(c)(ii) of this Settlement Agreement, SignalShare Hospitality shall assign to TIG the right to collect directly from the buyer of that equipment the receivable created by SignalShare Hospitality’s sale of items of the Remaining Purchased Equipment and Remaining Stored Equipment (the “Receivables”). From the buyer’s payment of the Receivables, TIG shall retain the price reflected on Exhibit “A” and/or Exhibit “B” for such equipment before transmitting any extra funds to SignalShare Hospitality. If SignalShare Hospitality requests that items of the Remaining Purchased Equipment and/or Remaining Stored Equipment be released to it without an identified buyer for that equipment, SignalShare Hospitality shall pay TIG the amount reflected on Exhibit “A” and/or Exhibit “B” for that equipment upon delivery (COD).
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iv.
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All of the Remaining Purchased Equipment described in Exhibit “A” hereto (unless sold to a third party pursuant to the provisions of paragraph 3 of this Settlement Agreement) and all of the Remaining Stored Equipment shall be retrieved and paid for by SignalShare Hospitality within one (1) year of the closing of the Merger Transaction.
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v.
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Interest shall accrue at the rate of six percent (6%) per year on the unpaid balance of $1,018,416.00 commencing August 11, 2014. Except to the extent interest is paid as provided in paragraph 2(c)(vi) of this Settlement Agreement, all accrued and unpaid interest shall be due and payable to TIG one (1) year from the closing of the Merger Transaction.
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Page 5 of 18
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vi.
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All sums received and retained by TIG as proceeds from sales or releases of the Remaining Purchased Equipment and Remaining Stored Equipment pursuant to paragraph 2(c)(i) through 2(c)(iv) of this Settlement Agreement and all sums credited pursuant to paragraph 3(e) of this Settlement Agreement shall first be applied to the $1,018,416.00 set forth in paragraph 2(c) of this Settlement Agreement, then to the interest due on that amount pursuant to paragraph 2(c)(v) of this Settlement Agreement, and then to any remaining balance due TIG under paragraph 2(b) of this Settlement Agreement until the full Settlement Amount due to TIG under the terms of this Settlement Agreement are paid in full. Once TIG is paid the full Settlement Amount and interest, any of the Remaining Purchased Equipment and/or Remaining Stored Equipment still in the possession of TIG will be released to and retrieved by SignalShare Hospitality within thirty (30) days.
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vii.
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All payments due under this Settlement Agreement shall be made in US Dollars payable and delivered to TIG at 10240 Flanders Ct., San Diego, California 92121.
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a.
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Commencing forty-five (45) days after the Merger Transaction closes, if and to the extent that TIG receives an offer from a third party to purchase some or all of the Remaining Purchased Equipment not yet released to and paid for by SignalShare Hospitality (a “Third Party Offer”), TIG shall give notice in writing to SignalShare Hospitality of the terms of the Third Party Offer. SignalShare Hospitality shall have forty-eight (48) hours from transmission of TIG’s notice of the Third Party Offer to give notice that it objects to the sale of the equipment described in the Third Party Offer to the third party.
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Page 6 of 18
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b.
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If SignalShare Hospitality objects to the sale of the equipment described in a Third Party Offer as provided in paragraph 3(a) of this Settlement Agreement, SignalShare Hospitality shall pay to TIG within ten (10) business days of its objection the amount reflected on Exhibit “A” for that equipment, and shall take delivery thereof within fifteen (15) days after payment for that equipment is received by TIG.
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c.
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If SignalShare Hospitality does not object to the sale of the equipment described in a Third Party Offer as provided in paragraph 3(a) of this Settlement Agreement, and if the Third Party Offer is greater than or equal to seventy percent (70%) of the price for that equipment as set forth on Exhibit “A,” TIG may sell that equipment to the third party pursuant to the terms of the Third Party Offer and SignalShare Hospitality shall pay to TIG within ten (10) business days thereafter one-half (50%) of the difference between the amount of the Third Party Offer and the price for that equipment as reflected on Exhibit “A.”
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d.
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If SignalShare Hospitality does not object to the sale of the equipment described in a Third Party Offer as provided in paragraph 3(a) of this Settlement Agreement, and if the amount of that Third Party Offer is less than seventy percent (70%) of the price for that equipment as reflected on Exhibit “A,” then TIG may sell that equipment to the third party and SignalShare Hospitality shall pay to TIG within ten (10) business days thereafter fifteen percent (15%) of the price for that equipment as reflected on Exhibit “A”.
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e.
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SignalShare Hospitality shall receive, for all sales described in paragraphs 3(a) through 3(d) of this Settlement Agreement, a credit of one hundred percent (100%) of the price for that equipment reflected on Exhibit “A” to the amount due TIG pursuant to paragraph 2(c) of this Settlement Agreement.
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Page 7 of 18
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a.
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Except as set forth in paragraph 4(b) of this Settlement Agreement, and except for the 2014 Principal Payments to Cenfin and quarterly interest payments to Cenfin on the outstanding principal balance, all of which are hereby consented to by TIG, SignalShare Hospitality shall pay the full Settlement Amount owed to TIG pursuant to paragraph 2 of this Settlement Agreement before making any further payment on any obligation owed by Roomlinx to Cenfin which existed or arose on or before the date this Settlement Agreement is executed by all of the Parties
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b.
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SignalShare
Hospitality may make payments to Cenfin in addition to those payments described in Recital H of this Settlement Agreement (an
“Additional Cenfin Payment”) before TIG is paid the full
Settlement Amount owed to it pursuant to paragraph 2 of this Settlement Agreement provided TIG receives, simultaneous with or
prior to any such Additional Cenfin Payment, a payment (an “Additional
TIG Payment”) greater than or equal to the Additional Cenfin Payment. For purposes of this paragraph 4(b), the
payments to TIG required by paragraphs 2(a) and 2(b) of this Settlement Agreement shall not be considered or credited toward
an Additional TIG Payment; all such Additional TIG Payments shall be a credit toward the amount to be paid to TIG pursuant to
paragraph 2(c) of this Settlement Agreement.
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Upon the failure to make any payment due to TIG pursuant to the requirements of, and within the times provided by, paragraphs 2, 3 and 4 of this Settlement Agreement, then TIG may declare a default under this Settlement Agreement by giving written notice thereof (a “Notice of Default”) to SignalShare Hospitality. Any such default may be cured by delivering One Hundred Percent (100%) of the payment giving rise to the Notice of Default to TIG no later than ten (10) calendar days after the Notice of Default was transmitted by TIG.
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Page 8 of 18
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a.
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Contemporaneously with the execution of this Settlement Agreement, Roomlinx and SignalShare Hospitality shall execute and deliver to TIG the following documents:
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i.
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A Stipulation for Leave to Amend Complaint to add SignalShare Hospitality as a defendant in the Action in the form of Exhibit “D” hereto;
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ii.
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a Stipulation to Retain Jurisdiction in the form of Exhibit “E” hereto; and
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iii.
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A Stipulation for Entry of Judgment in the form of Exhibit “F” hereto.
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b.
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Upon TIG’s receipt of the initial payment of Six Hundred Thousand Dollars ($600,000.00) as provided in paragraph 2(a) of this Settlement Agreement, TIG will file in the Action:
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i.
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The executed Stipulation for Leave to Amend Complaint in the form of Exhibit “D;”
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ii.
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The executed Stipulation to Retain Jurisdiction in the form of Exhibit “E;”
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iii.
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a Request for Dismissal of Roomlinx, Wasik and DiPaolo With Prejudice in the form of Exhibit “G” hereto; and
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iv.
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a Request for Dismissal Without Prejudice of the Action in the form of Exhibit “H” hereto;
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Notice of the filing and copies of the Stipulations and/or court-ordered dismissals described in this paragraph 6(b) shall be served in the ordinary course of business at the addresses set forth in paragraph 25 of this Settlement Agreement.
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Page 9 of 18
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c.
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Upon any uncured default of the payment obligations to TIG under the terms of this Settlement Agreement, TIG shall have the right to file in the Action the executed Stipulation for Entry of Judgment in the form of Exhibit “F,” on an ex-parte basis upon (5) calendar days’ notice to SignalShare Hospitality. TIG may thereafter obtain judgment against SignalShare Hospitality pursuant to the Stipulation for Entry of Judgment in the amount of Two Million Seven Hundred Seventy-Seven Thousand Six Hundred Fifty-Six Dollars ($2,777,656.00), less any payments or credits as described in paragraphs 2 and 3 of this Settlement Agreement.
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d.
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Upon full payment and/or credit of all of the full Settlement Amount set forth in paragraph 2 of this Settlement Agreement plus interest, TIG will (i) file in the Action a Request for Dismissal of the Entire Action With Prejudice in the form of Exhibit “I” hereto, with notice of the filing and a copy of the court-ordered dismissal to be served in the ordinary course of business at the addresses provided in paragraph 25 of this Settlement Agreement, and (ii) return to SignalShare Hospitality the Stipulation for Entry of Judgment executed pursuant to paragraph 6(a)(iii) above.
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Page 10 of 18
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Page 11 of 18
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Page 12 of 18 | |
Page 13 of 18 | |
Page 14 of 18 | |
For TIG:
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With a copy to:
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Technology Integration Group
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Steven W. Winton
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Attn: Thomas Hicks
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Winton Law Corporation
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10240 Flanders Ct.
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11440 West Bernardo Ct., Ste. 214
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San Diego, CA 92121
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San Diego, CA 92127
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For Roomlinx and Wasik:
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With a copy to:
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Attn: Michael Wasik
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Alan C. Ederer
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11101 W. 120th Ave., Suite 200
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Westerman Ball Ederer Miller
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Broomfield, Colorado 80021
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& Sharfstein, LLP
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1201 RXR Plaza
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Uniondale, NY 11556
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For Di Paolo:
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11663 W. 39th Circle
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Wheat Ridge, CO 80033
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For SIGNALSHARE HOSPITALITY:
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With a copy to:
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433 Hackensack Ave.
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Elliott H. Lutzker
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6th Floor, Continental Place
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Davidoff Hutcher & Citron, LLP
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Hackensack, NJ 07601
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605 Third Ave., 34th Floor
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Attn: Legal Department |
New York, NY 10158
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Page 15 of 18 | |
PC SPECIALISTS, INC. dba Technology Integration | ||||||
Group | ||||||
Dated:
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By:
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Tom Janecek
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Chief Financial Officer
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Page 16 of 18 | |
ROOMLINX, INC.
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Dated:
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By:
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Michael Wasik, President
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SIGNALSHARE HOSPITALITY, INC.
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Dated:
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By:
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Michael Wasik, President
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Dated:
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Michael Wasik
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Dated:
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Anthony DiPaolo
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Page 17 of 18 | |
Dated:
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WINTON LAW CORPORATION | ||||
By:
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Steven W. Winton, Esq.
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Attorneys for TIG
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Dated:
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WESTERMAN BALL EDERER | ||||
MILLER & SHARFSTEIN, LLP | |||||
By:
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Alan C. Ederer, Esq.
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Attorneys for Roomlinx and Wasik
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Dated:
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DAVIDOFF HUTCHER & CITRON, LLP | ||||
By:
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Elliot H. Lutzker, Esq.
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Attorneys for SignalShare Hospitality
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Page 18 of 18 | |