-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIR50O0hA183/Hm/PjthdsuiI5sOHYDsg+THPSJfnXAtPmdFQexhnQ4XUGEn+2Y3 knob2IzyFId2XMMxqxsILw== 0001104659-07-021549.txt : 20070322 0001104659-07-021549.hdr.sgml : 20070322 20070322143001 ACCESSION NUMBER: 0001104659-07-021549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070322 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070322 DATE AS OF CHANGE: 20070322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTAC INTERNATIONAL INC CENTRAL INDEX KEY: 0001127439 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980336945 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32621 FILM NUMBER: 07711537 BUSINESS ADDRESS: STREET 1: UNIT 3-5, 17/F., CLIFFORD CENTRE STREET 2: 778-784 CHEUNG SHA WAN ROAD CITY: KOWLOON STATE: K3 ZIP: 00000 BUSINESS PHONE: 011 852 2385 8789 MAIL ADDRESS: STREET 1: UNIT 3-5, 17/F., CLIFFORD CENTRE STREET 2: 778-784 CHEUNG SHA WAN ROAD CITY: KOWLOON STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: COMMODORE MINERALS INC DATE OF NAME CHANGE: 20001030 8-K 1 a07-8750_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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): March 22, 2007

 


 

INTAC INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada
(State or Other jurisdiction
of Incorporation)

 

000-32621
(Commission File Number)

 

98-0336945
(IRS Employer
Identification No.)

 

Unit 6-7, 32/F., Laws Commercial Plaza

788 Cheung Sha Wan Road

Kowloon, Hong Kong

(Address of principal executive offices, including zip code)

 

011 (852) 2385-8789

(Registrant’s telephone number, including area code)

 

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:

x   Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

ITEM 8.01.            Other Events.

In a press release dated March 22, 2007, INTAC International, Inc. announced that HSW International, Inc. has filed a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission (“SEC’) in connection with its merger transaction with INTAC International.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.            Financial Statements and Exhibits.

(d)               Exhibits.  The following exhibits are filed herewith:

Exhibit
No.

 

Description

99.1

 

Press Release dated March 22, 2007.

 

2




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.

 

INTAC INTERNATIONAL, INC.

 

 

 

By:

 

/s/ J. David Darnell

 

 

 

Name: J. David Darnell

 

 

 

Title: Senior Vice President and Chief Financial Officer

 

Dated:  March 22, 2007

3




EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Press Release dated March 22, 2007.

 

4



EX-99.1 2 a07-8750_1ex99d1.htm EX-99.1

Exhibit 99.1

HSW INTERNATIONAL, INC. FILES FORM S-4 REGISTRATION STATEMENT
WITH SEC RELATING TO MERGER WITH INTAC INTERNATIONAL, INC.

Hong Kong, March 22, 2007 — INTAC International, Inc. (NASDAQ: INTN / FSE: WKN 805768) (“INTAC”), an emerging provider of educational and career development services and software for educational institutions and distributor of wireless handset products in China, today announced that HSW International, Inc. has filed a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with its merger transaction with INTAC International. The Form S-4 and other filings regarding the transaction are available free of charge at the SEC’s website www.sec.gov.  As noted previously, the closing of the merger is subject to the customary conditions, including but not limited to INTAC International shareholders’ approval and the SEC’s declaration that the Registration Statement is effective with respect to the issuance of HSW International common stock to INTAC International’s shareholders.

About INTAC International, Inc.
INTAC International, Inc. is a leading provider of integrated educational and career development services as well as management software products for educational institutions in China. INTAC International is also engaged in the distribution of premium brand wireless handset products. INTAC is a Nevada corporation and is headquartered in Hong Kong.

Forward-Looking Statements
This press release contains “forward-looking statements,” including, among other statements, statements regarding the proposed business combination between INTAC and HSW International, Inc. and the proposed sale of INTAC’s wireless distribution business. Statements made in the future tense, and words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will”, “may” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of INTAC. Relevant risks and uncertainties include those referenced in INTAC’s filings with the Securities and Exchange Commission (“SEC”) (which can be obtained as described in “Additional Information” below), and include but are not limited to: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; governmental laws and regulations. Risks and uncertainties relating to the proposed business combination and/or the proposed sale of the wireless distribution business include but are not limited to: required regulatory approvals will not be obtained in a timely manner, if at all; the proposed transactions will not be consummated; the anticipated benefits of the proposed transactions will not be realized; and the integration of HSW International, Inc.’s operations with INTAC will be materially delayed or will be more costly or difficult than expected. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. INTAC assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.




 

Additional Information
This press release is not a substitute for the proxy statement/prospectus and any other documents INTAC and HSW International, Inc. filed or to be filed with the SEC. Investors and stockholders are urged to read such proxy statement/prospectus and any other such documents which contain important information about the proposed transactions. The proxy statement/prospectus and other documents filed or to be filed by INTAC and HSW International, Inc. with the SEC are or will be available free of charge at the SEC’s website (http://www.sec.gov) or from INTAC by directing a request to: J. David Darnell, Senior Vice President and Chief Financial Officer of INTAC International at 469/916-9891 or david.darnell@intac-asia.com.

INTAC is not currently engaged in a solicitation of proxies from the stockholders of INTAC or HSW International, Inc. in connection with either the proposed business combination between INTAC and HSW International, Inc. or the proposed sale of the wireless distribution business. If a proxy solicitation commences, INTAC, HSW International, Inc. and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation. Information about INTAC’s directors and executive officers is available in INTAC’s proxy statement, dated February 15, 2006 for its 2006 annual meeting of stockholders. Additional information about the interests of potential participants is included in the proxy statement/prospectus filed or to be filed with the SEC.

For Further Investor Information:
J. David Darnell
Senior Vice President & Chief Financial Officer
INTAC International
PH: (469) 916-9891
david.darnell@intac-asia.com

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