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): June 22, 2009
ROADSHIPS HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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333-141907
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20-5034780
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1451
West Cypress Creek Road,
Suite
300, Fort Lauderdale, FL 33309
Ph:
(954) 302-8652 Fax: (954) 302-8693
www.roadships.us
Registrant’s
telephone number, including area code: 954-302-8652
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:
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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 DFR
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))
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ROADSHIPS
HOLDINGS, INC.
CURRENT
REPORT ON FORM 8-K
Item
1.01 Entry Into a Material Definitive
Agreement
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Item 2.01 Completion of
Acquisition or Disposition of Assets
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Item
9.01 Financial Statements and Exhibits
Exhibit
10.1 Plan of Exchange between Roadships Holdings, Inc. and Endeavour
Logistics Pty Ltd.
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Signatures
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Item
1.01 Entry Into a Material Definitive Agreement
On June
22, 2009, Roadships Holdings, Inc. (the “Registrant” or “RDSH”) entered into a
Plan of Exchange agreement (the “ELP Plan of Exchange”) between and among the
Registrant, Endeavour Logistics Pty Ltd., a corporation organized under the laws
of Australia (“ELP”), the shareholders of ELP (“ELP Shareholders”) and Mr.
Michael Nugent, our Chief Executive Officer (“Mr.
Nugent”).
Pursuant
to the terms of the ELP Plan of Exchange, the Registrant would acquire 100% of
the capital stock of ELP in exchange for the issuance by Registrant of 500 new
shares of Common Stock to ELP, which will give ELP an interest in RDSH
representing less than one percent of the then issued and outstanding shares on
a fully diluted basis. The parties intend that the transactions qualify and meet
the Internal Revenue Code requirements for a tax free reorganization, in which
there is no corporate gain or loss recognized by the parties, with reference to
Internal Revenue Code (IRC) sections 354 and 368.
RDSH and
ELP shall be hereby reorganized, such that RDSH shall acquire 100% the capital
stock of ELP, and ELP shall become a wholly-owned subsidiary of
RDSH.
It is
important to note that Mr. Nugent is also the President of ELP.
An
executed copy of the ELP Plan of Exchange is attached hereto as Exhibit
10.1.
Item
2.01 Completion of Acquisition or Disposition of Assets
Roadships
Acquisitions Ltd.
On May
25, 2009, the Registrant entered into a Plan of Exchange agreement (the “RAL
Plan of Exchange”) between and among the Registrant, Roadships Acquisitions
Ltd., a corporation organized under the laws of Australia (“RAL”), the
shareholders of RAL (“RAL Shareholders”) and Mr. Michael Nugent, our Chief
Executive Officer (“Mr. Nugent”). This RAL Plan of Exchange is hereby
incorporated by reference from the Form 8-K filed with the Commission on June
10, 2009.
Pursuant
to the terms of the RAL Plan of Exchange, the Registrant acquired 100% of the
capital stock of RAL in exchange for the issuance by Registrant of 10,000 new
shares of Common Stock to RAL, which gave RAL an interest in RDSH representing
less than one percent of the then issued and outstanding shares on a fully
diluted basis.
RDSH and
RAL were hereby reorganized, such that RDSH acquired 100% the capital stock
of RAL, and RAL became a wholly-owned subsidiary of RDSH.
Closing
of the RAL Plan of Exchange took place on June 23, 2009 when as a last act to
close the transaction RDSH filed Articles of Exchange with the Secretary of
State of Delaware.
A copy of
the RAL Plan of Exchange is hereby incorporated by reference from the Form 8-K
filed with the Commission on June 10, 2009.
Endeavour
Logistics Pty Ltd.
Please
see Item 1.01 on this Form 8-K for details of the ELP Plan of
Exchange.
RDSH and
ELP were hereby reorganized, such that RDSH acquired 100% the capital stock
of ELP, and ELP became a wholly-owned subsidiary of RDSH.
Closing
of the ELP Plan of Exchange took place on June 23, 2009 when as a last act to
close the transaction RDSH filed Articles of Exchange with the Secretary of
State of Delaware.
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
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 thereunto
duly authorized.
Date:
June 23,
2009 Roadships
Holdings, Inc.
By: /s/ Michael
Nugent
Michael
Nugent
Chief
Executive Officer