-----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, Dr44tUuI6H3zSsjnmD/OxReBk++9HhpLqiFa4xswMVZ6DUVjVOJcUJ2C5a7YMSfA KAaKGC965q4WaXiBWBrNYw== 0001072588-08-000174.txt : 20080521 0001072588-08-000174.hdr.sgml : 20080521 20080520181412 ACCESSION NUMBER: 0001072588-08-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080515 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080521 DATE AS OF CHANGE: 20080520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOMBSTONE CARDS, INC. CENTRAL INDEX KEY: 0001377318 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 510541963 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-138184 FILM NUMBER: 08850077 BUSINESS ADDRESS: STREET 1: 5380 HIGHLANDS DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 BUSINESS PHONE: 303-684-6644 MAIL ADDRESS: STREET 1: 5380 HIGHLANDS DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 8-K 1 tmci8ktechpurch.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: May 15, 2008 TOMBSTONE CARDS, INC. (Exact name of registrant as specified in its charter)
Colorado 333-138184 51-0431963 - ------------------------------------- ---------------------- --------------------------------- (State or other jurisdiction of (Commission File (IRS Employer Identification incorporation) Number) Number)
2400 Central Avenue, Suite G. Boulder, CO 80301 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 303-684-6644 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: [ ] 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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Intellectual Property Transfer Agreement On May 15, 2008, Tombstone Cards, Inc. (Tombstone) entered into an Intellectual Property Transfer Agreement with InDis Baltic, a Lithuania company, to purchase all of the right, title and interest in and to the technology, intellectual property and the proprietary technology contained in the computer software known as OIEPrint. OIEPrint was developed as part of a development agreement between Tombstone and InDis Baltic. As part of the Intellectual Property Transfer Agreement, Tombstone agreed to pay as consideration consisting of $25,000 cash to be paid in 3 tranches and to issue to InDis Baltic 140,000 shares of its restricted common stock upon the final acceptance of the OIEPrint software. In addition, Tombstone has agreed to provide InDis Baltic with an exclusive license to use the technology for the consideration of $1.00. Further, InDis Baltic has agreed to continue work as the programmer of the software over the next two phases of development. SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. Press Release The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. On May 20, 2008, Tombstone Cards, Inc. issued a press release. The text of the press release is attached herewith as Exhibit 99.1. Section 9 FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K. Exhibit No. Description 10.1 Intellectual Property Transfer Agreement, dated May 15, 2008* 99 Press Release, dated May 20, 2008* - ----------------- *Filed herewith 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. TOMBSTONE CARDS, INC. By: /s/John Harris ------------------------------ John Harris, President and Chief Executive Officer Date: May 20, 2008 EX-10 2 ex10-1.txt EXHIBIT 10.1 Intellectual Property Transfer Agreement This Intellectual Property Transfer Agreement("Transfer Agreement") is entered into as of May 15, 2008, by and between InDis Baltic, a Lithuanian Company, with its principal offices at Pylimo 11-8, LT-01118 Vilnius, Lithuania ("Developer"), and Tombstone Cards, Inc., a Colorado Corporation, with its principal offices at 2400 Central Ave, Suite G, Boulder, Colorado ("Client"). a) Developer is in the business of designing and developing computer software applications including on-line image editing. b) Client is in the business of sales and marketing of products utilizing on-line image editing. c) Developer created an online image editing software (OIE) capable of producing low resolution images (72 dpi) and has been selling it since 2002. d) The Developer warrants that it owns all of the rights to the underlying code encompassing OIE without restriction. e) Client engaged Developer to design and develop certain intellectual and proprietary property consisting of computer software called OIEPrint (Technology) according to the terms, specifications, and conditions set forth in the Development Agreement mutually signed by the parties dated October 6, 2006. i) Client and Developer (Parties) agree that the Technology is based in part on intellectual property, code and know-how created by the developer for OIE. f) The Client and Developer have previously declared that they jointly and equally own the Technology created under the Development Agreement and desire to commercially exploit it worldwide. Whereas Client now desires to own all rights and intellectual property associated with the Technology and the Developer wishes to sell its rights, the Parties agree as follows: 1) Sale and Assignment a) Transfer of Interests. Developer hereby sells, assigns and transfers to the Client all of their right, title and interest in and to the Technology and all rights to its intellectual property and proprietary technology contained in the Technology including all rights to OIE. 2) Purchase a) Purchase and Acceptance: For all the rights specified above, Client agrees to pay Developer the following: i) $7,500 (USD) immediately upon mutual acceptance of Transfer Agreement. ii) 140,000 shares of restricted common stock of Client upon final acceptance of the Technology iii) $7,500 (USD) upon final acceptance of the Technology by Client. iv) $10,000 (USD) 90 days from the final acceptance of the Technology by Client. 3) Additional Consideration i) Client will provide to Developer an exclusive license, Clients use excepted, for OIE for One U.S. Dollar. b) Developer will be the programmer for the next two phases of the Technology development, including OIEPrint Store and OIEPrint VDP. c) Developer will be the primary outside vendor for providing customization services to OIEPrint licensees for the next 12 months. 4) Improvements and Patents a) Developer will change the name and all collateral materials in utilization of OIE so that it is distinguishable from the Technology and its derivatives. b) Improvements. Developer agrees that any future development of OIE will be limited to improving its functionality or user experience and that the final graphical output of the OIE will not rise above the equivalent of 96 dpi without the express written permission of the Client. c) Applications. Upon the request of and at the expense of the Client, the Developer will cooperate and assist with the filing of such applications for letters patent or copyrights in the United States, or in foreign countries, on the Technology and any improvements as the Client deems necessary. Developer will assign to the Client all right, title and interest in and to these applications. 5) Developer Covenants a) As soon as practicable following the execution of this Transfer Agreement, the Developer will deliver to the Client in written form design documentation containing all the trade secret information relating to the Technology. The Developer warrants that it owns all of the rights to the underlying code encompassing OIE without restriction. b) Assistance in Utilizing Technology. Developer will assist the Clients employees in utilizing all existing and future information which the Client or its employees own or might obtain in order to use fully and efficiently the Technology or any improvements. c) Confidentiality. The Developer agrees that they will not disclose any proprietary information of the Client with respect to the Technology and any improvements to any other person or entity without the written consent of the Client, nor will they use the Technology for the benefit of any person or entity other than the Client without such consent except as expressly permitted by the License of OIE. 6) Litigation a) Prosecution by Client. The Client will have the sole right to pursue any action necessary to prevent the infringement by others of any protectable aspect of the Technology, will pay all expenses associated with any such action, suit or proceeding and will retain all sums recovered. b) Assistance. In connection with any such actions the Developer will assist the Client and will testify, whenever requested to do so by the Client at the Clients expense, and will execute all agreements, instruments or other documents necessary or desirable for such assistance. 7) Miscellaneous a) Governing Law. This Transfer Agreement will be governed by and construed under the laws of the State of Colorado, USA, as applied to agreement among Colorado residents entered into and to be performed entirely within Colorado. The Federal and State Courts of the State of Colorado will have jurisdiction over any claim brought under or pertaining to this Transfer Agreement, and Parties consent to the personal jurisdiction of those Courts. b) Counterparts. This Transfer Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 8) Notices a. Except as otherwise provided in this Transfer Agreement, notices required to be given pursuant to this Transfer Agreement will be effective when received, and will be sufficient if given in writing, hand delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by overnight courier service and addressed as follows: To Client: Tombstone Cards 2400 Central Ave, Suite G Boulder, CO 80301 Attn: William Reilly Fax no.: 303-339-6488 To Developer: InDis, Baltic Pylimo 11-8 LT-01118 Vilnius Lithuania Attn: Peter Quintus Fax no.: +3705 239 50 23 9) Publicity The Developer will not disclose the terms and conditions of this Transfer Agreement without the prior written consent of the Client, except as is reasonably necessary to the Developers bankers, attorneys, or accountants or may be required by law. 10) Independent Contractor Nothing in this Transfer Agreement will be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party unless agreed to in writing. 11) Dispute Resolution The Parties agree that in the event of any dispute or disagreement between them in connection with this Transfer Agreement, the Parties will use their best efforts to resolve any dispute through good- faith negotiation and mutual agreement. The Parties will meet at a mutually convenient time and place to attempt to resolve any such dispute. However, in the event that the Parties are unable to resolve any such dispute, the Parties will first attempt to settle such dispute through a non-binding mediation proceeding. In no event will the results of any mediation proceeding be admissible in any arbitration or judicial proceeding. 12) Severability In case any provision of this Transfer Agreement is held to be invalid, unenforceable, or illegal, that provision will be severed and will not affect any other provisions of this Transfer Agreement. 13) Waiver The failure of either party to enforce any provisions of this Transfer Agreement is not a waiver of the provisions or of the right of that party to subsequently enforce that, or any other, provision of this Transfer Agreement. 14) Attorney Fees In the event of any dispute between the parties arising out of this Transfer Agreement, the prevailing party will be entitled to recover its attorney fees and costs. 15) Effective Date The effective date of this Transfer Agreement is May 15, 2008. IN WITNESS WHEREOF, the undersigned have executed and delivered this Marketing Agreement on the date set forth above. DEVELOPER: CLIENT: InDis BALTIC TOMBSTONE CARDS, INC. By: /s/Peter Qhintas By: /s/ John Harris ---------------------- ------------------------ General Manager President & Chief Executive Officer EX-99 3 ex99pressrel.txt EXHIBIT 99 TOMBSTONE CARDS, INC. Erin Pickard (Media) epickard@metzger.com - -------------------- 303-786-7000 ex. 2295 Jim Blackman (Investor Relations) jim@prfmonline.com 713-256-0369 Tombstone Cards Acquires Key Technology Further positions firm for expansion in Web-to-print market Boulder, Colo.-- May 20, 2008-- Tombstone Cards, Inc. (OTCBB: TMCI) today announced that it had purchased ownership of the underlying technology kernel for Tombstone's proprietary software, OIEPrint(TM), from its European-based software development partner InDis. "The technology is a small component of OIEPrint, but it's one that we wanted to own outright," said John Harris, Tombstone president. "We initially used the software in our custom playing cards business and it confirmed OIEPrint's broader applications. The purchase is a natural progression of our intent to bring OIEPrint to print shops and product customizers. Ownership of this underlying software platform puts us at a better position to rapidly respond to customer and market needs." The purchase from InDis was made through a combination of cash and common stock. The agreement also provides Tombstone with the exclusive rights to market OIEPrint software world-wide. "We are receiving interest in OIEPrint from around the globe," said Neil Cox, Tombstone chairman and CFO. "Clearly, there is a growing demand for Web-to-print services. By securing these rights, we are well situated to take advantage of today's international opportunities." OIEPrint 2.0, currently in beta testing, is a Web-to-print template driven application that allows individuals to create high-resolution, print ready images, giving the power of professional design to the average user through some of the easiest-to-use customization software in the industry. The software is designed for print shops and product customizers, whose clients can start the design process, select from a variety of customizable templates, upload photos, logos and graphics from their desktop files and then add Rich Text or even Text-Along-a-Path. The final output not only provides print-ready graphics at 300 dpi (dots per inch) but saves the design work in separate layers in the SQL database for future editing. With version 2.0, OIEPrint will be available across platforms including Windows, Unix or Mac. The new version also makes customizable "skins" available, allowing OIEPrint clients to brand the look of the online editing tool with their own graphics. About Tombstone Cards Based in Boulder, Colo., Tombstone Cards (OTCBB: TMCI) provides what it believes to be the easiest-to-use print and product customization software in the industry. Its Web-to-print template-driven application, OIEPrintTM, opens up new markets and service offerings for digital printing companies, giving the power of professional design to their customers. The online image editing software, which has been tried and proven in the custom playing card industry, is a leader in the emerging market for automated custom image applications. To see the software in action, visit www.tombstonetechnologies.com. ### -----END PRIVACY-ENHANCED MESSAGE-----