-----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, Vjef1A7II6Ebn0RAGjdksVDFZxRXJhiTsOE/wA5VJoWZu2N6qk1I2hzWS3BYTOyF z11IXKT4dpEPJqjgCzv+Bg== 0001368365-10-000035.txt : 20101122 0001368365-10-000035.hdr.sgml : 20101122 20101122171626 ACCESSION NUMBER: 0001368365-10-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101118 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSW International, Inc. CENTRAL INDEX KEY: 0001368365 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 331135689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33720 FILM NUMBER: 101209557 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD NE STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 926-0660 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD NE STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30305 8-K 1 form_8-k.htm FORM 8K form_8-k.htm

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):  November 17, 2010

 
HSW International, Inc.
  
 
(Exact name of registrant as specified in its charter)
  


Delaware
001-33720
33-1135689
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer ID Number)

Terminus, 3280 Peachtree Road, Suite 600, Atlanta, GA 30305
(Address of principal executive offices)                                                       (Zip Code)

Registrant’s telephone number, including area code
 (404) 364-5823


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:

 
□
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 November 17, 2010, HSW International, Inc., or HSWI, purchased an option to purchase additional shares of common stock of Sharecare, Inc.
 
As previously disclosed in HSWI’s filings with the Securities and Exchange Commission, HSWI was a co-founder of Sharecare, which was established in partnership with Harpo Productions, Sony Pictures Television, Discovery, Jeff Arnold, and Dr. Mehmet Oz to create a highly searchable social Q&A healthcare platform organizing and answering the questions of health.  In connection with the founding of Sharecare and subsequent transactions, HSWI purchased an approximately 18% ownership interest in Sharecare.  As part of these transactions, HSWI secured the right to maintain its ownership interest in Sharecare should Sharecare sell its equity securities for cash, more than a majority of which are to be issued to the founding stockholders.
 
On November 17, 2010, Sharecare completed the sale of its equity securities to its founding stockholders.  Rather than purchase its pro rata share of equity securities offered in the financing, HSWI exercised its right to purchase an option entitling HSWI to purchase at a later date its pro rata share of Sharecare’s equity securities.  HSWI purchased the option for a percentage of the purchase price of its pro rata share of equity securities offered in the financing.  The option expires on July 30, 2011, and may be exercised in whole (but not in part) at any time prior to that date by payment of the aggregate exercise price of the equity shares to be purchased.

HSWI will file a copy of the Option to Purchase Shares of Common Stock with its Annual Report on Form 10-K for the year ending December 31, 2010.



 
 
 

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.

 
  HSW International, Inc.  
       
Date:  November 22, 2010
By:
/s/ Bradley T. Zimmer  
    Name: Bradley T. Zimmer   
    Title:  Executive Vice President & General Counsel   
       






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