-----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, Gp7Jae3kwYSuoQ4omOwJ5xtsxFHDbPuoz97o/1MMubqiilZY+epG2oFI5HdvLxJ8 s0Fgv6lV1wcGGglRJvVJfg== 0001144204-06-002318.txt : 20060123 0001144204-06-002318.hdr.sgml : 20060123 20060123164717 ACCESSION NUMBER: 0001144204-06-002318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXICON UNITED INC CENTRAL INDEX KEY: 0001158201 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 061625312 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33131 FILM NUMBER: 06544012 BUSINESS ADDRESS: STREET 1: ONE WORLD TRADE CENTER STREET 2: 85TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2128290905 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER STREET 2: 85TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 8-K 1 form8k.txt 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 23, 2006 (January 18, 2006) LEXICON UNITED INCORPORATED - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 000-33131 06-1625312 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 4500 Steiner Ranch Blvd., Suite#1708, Austin, Texas 78732 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (512) 266-3507 - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 18, 2006, Lexicon United Incorporated (the "Company") entered into an amendment No. 1 (the "Amendment") to the Share Exchange Agreement (the "Share Exchange Agreement"), dated as of December 12, 2005, among the Company, ATN Capital & Participacoes Ltda., a Brazilian limited company ("ATN"), and Omar Malheiro Silva Araujo and Manuel da Costa Fraguas, each a shareholder of ATN (together, the "ATN Shareholders"). The Amendment modifies certain provisions of the Share Exchange Agreement as follows: o Instead of receiving Two Million (2,000,000) shares of the Company's common stock and an additional cash payment of One Hundred and Seven Thousand, Six Hundred and Ninety-Two Dollars ($107,692.00), the ATN Shareholders agreed to reduce the consideration for their Four Hundred Thousand (400,000) shares of the outstanding capital stock of ATN to Two Million (2,000,000) shares of the Company's common stock only. This modification was made to reflect the proper valuation of ATN's stock; o The expected closing date for the Share Exchange Agreement of December 31, 2005 was removed; and Upon the closing of the transaction, the ATN Shareholders will became holders of approximately Twenty-Three and Seventy-Two one hundredth percent (23.65%) of the issued and outstanding common stock of the Company, in the aggregate, and ATN will become an eighty percent (80%) majority-owned subsidiary of the Company. The Amendment No. 1 to the Share Exchange Agreement is filed as an exhibit to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Amendment No. 1 to Share Exchange Agreement, dated January 18, 2006, among Lexicon United Incorporated, ATN Capital & Participacoes Ltda., Omar Malheiro Silva Araujo and Manuel da Costa Fraguas. SIGNATURE 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, in the City of Rio de Janeiro, Brazil on January 23, 2006. LEXICON UNITED INCORPORATED By: /s/ Elie Saltoun ---------------------------------------- Elie Saltoun Chief Executive Officer, President and Treasurer EXHIBIT INDEX
- ------------------- ------------------------------------------------------------------------------------------------ EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------------------- ------------------------------------------------------------------------------------------------ 10.1 Amendment No. 1 to Share Exchange Agreement, dated January 18, 2006, among Lexicon United Incorporated, ATN Capital & Participacoes Ltda., Omar Malheiro Silva Araujo and Manuel da Costa Fraguas. - ------------------- ------------------------------------------------------------------------------------------------
EX-10.1 2 ex10-1.txt Exhibit 10.1 AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of January 18, 2006 (this "Amendment"), by and among LEXICON UNITED INCORPORATED, a Delaware corporation (the "Lexicon"), ATN CAPITAL & PARTICIPACOES LTDA, a Brazilian limited company (the "Company") and Omar Malheiro Silva Araujo and Manuel da Costa Fraguas, shareholders of the Company (the "Shareholders"). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in that certain Share Exchange Agreement, dated December 12, 2005, among Lexicon, the Company and the Shareholders (the "Agreement"). BACKGROUND Lexicon, the Company and the Shareholders are parties to the Agreement (the "Parties"), pursuant to which Lexicon will acquire Four Hundred Thousand (400,000) shares of the capital stock of ATN in exchange for Two Million (2,000,000) shares of Lexicon's common stock and a cash payment of One Hundred and Seven Thousand, Sixty Hundred and Ninety-Two Dollars ($107,692). To reflect the proper valuation of ATN's stock, the Parties wish to reduce the consideration for the Shareholders' 400,000 shares of the capital stock of ATN to 2,000,000 shares of Lexicon's common stock only. Section 13.2 of the Agreement provides that the Agreement may be amended by an instrument in writing signed by Lexicon, the Company and a majority in interest of the Shareholders of the Company or the duly authorized representatives of the respective parties. This Amendment satisfies the requirements of Section 13.2 and is effective to amend the Agreement. NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the mutual agreements and covenants contained herein and for such other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, agree as follows: 1. Amendment to Paragraph B of the Recitals to the Agreement. The Agreement is hereby amended to delete paragraph B of the Recitals thereto in its entirety and in lieu thereof to insert the following new paragraph B: "B. Lexicon is willing to acquire the Shares making the Company a majority-owned subsidiary of Lexicon, and the Shareholders desire to exchange their shares for shares of Lexicon's authorized but unissued Common Stock as hereinafter provided." 2. Amendment to Section 1.1 of the Agreement. The Agreement is hereby amended to delete Section 1.1 thereof in its entirety and in lieu thereof to insert the following new Section 1.1: "1.1. Exchange of Shares. Lexicon and the Shareholders hereby agree that the Shareholders shall, on the Closing Date (as hereinafter defined), exchange the Shares for 2,000,000 shares, in the aggregate, of Lexicon Common Stock, $0.001 par value (the "Lexicon Shares"). The number of shares of capital stock owned by the Shareholders and the number of Lexicon Shares which the Shareholders will be entitled to receive in the Exchange is set forth in Exhibit A hereto." 3. Amendment to Section 8.5 of the Agreement. The Agreement is hereby amended to delete Section 8.5 thereof in its entirety and in lieu thereof to insert the following new Section 8.5: "8.5. Stock Certificates. At the Closing, the Shareholders shall receive certificates representing the securities to be received pursuant hereto." 4. Amendment to Section 12 of the Agreement. The Agreement is hereby amended to delete Section 12 thereof in its entirety and in lieu thereof to insert the following new Section 12: "12. THE CLOSING The Closing shall take place on the second business day following the satisfaction or waiver of the conditions to closing specified herein or on such other date as the Parties may agree. At the Closing, the parties shall provide each other with such documents as may be necessary or appropriate in order to consummate the transactions contemplated hereby including evidence of due authorization of the Agreement and the transactions contemplated hereby." 5. Amendment to Exhibit A. The Agreement is hereby amended to delete Exhibit A thereto in its entirety and in lieu thereof to insert the following new Exhibit A: EXHIBIT A EXCHANGE WITH LEXICON
- ------------------------------ ---------------------------- ---------------------------- NAME OF SHAREHOLDER NUMBER OF SHARES TO BE NUMBER OF LEXICON SHARES EXCHANGED TO BE RECEIVED - ------------------------------ ---------------------------- ---------------------------- Omar Malheiro Silva Araujo 280,000 1,400,000 - ------------------------------ ---------------------------- ---------------------------- Manuel da Costa Fraguas 120,000 600,000 - ------------------------------ ---------------------------- ---------------------------- 400,000 2,000,000 - ------------------------------ ---------------------------- ----------------------------
6. Agreement Remains in Force. Except as expressly set forth in this Amendment, the Agreement remains unmodified and in full force and effect. 7. Miscellaneous. This Amendment and the Agreement constitute the entire understanding among the parties hereto with respect to the subject matter hereof and may not be further amended, modified or supplemented except as specified in the Agreement. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which, when taken together, shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. [signature page follows] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. LEXICON UNITED INCORPORATED By: /s/ Elie Saltoun ------------------------------------- Name: Elie Saltoun Title: Chief Executive Officer ATN CAPITAL & PARTICIPACOES LTDA. By: /s/ Manuel da Costa Fraguas ------------------------------------- Name: Manuel da Costa Fraguas Title: Director By: /s/ Malheiro da Silva Araujo ------------------------------------- Name: Omar Malheiro da Silva Araujo Title: Director MANUEL DA COSTA FRAGUAS /s/ Manuel da Costa Fraguas ------------------------------------------- OMAR MALHEIRO DA SILVA ARAUJO /s/ Malheiro da Silva Araujo ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----