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Form 8-K for GLOBAL REALTY DEVELOPMENT CORP

August 03, 2007 | Press Release

-Aug-2007
Entry into a Material Definitive Agreement, Creation of a Direct F


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 30, 2007, Global Realty Development Corp. (the "Company") consummated the closing of, and became obligated under, an acquisition agreement dated July 19, 2007 ("Acquisition Agreement") with SMS Text Media, Inc., a Nevada Corporation ("SMS"), and the stockholders of SMS (the "Selling Stockholders"). Pursuant to the Acquisition Agreement, the Company agreed to purchase 100% of the authorized, issued and outstanding common stock of SMS (the "SMS Shares") in consideration for: (a) $3,000,000 in cash ("Cash") to the Selling Stockholders;
(b) 10,000,000 shares of the Company's common stock ("Company Shares") to the Selling Stockholders ((a) and (b) are collectively referred to as the "Fixed Payments"); (c) a $1,500,000 line of credit to SMS at an interest rate of no greater than 12% per annum; and (d) contingent payments to the Selling Stockholders from earned income from SMS operations. The following is a brief description of the other terms and conditions of the Acquisition Agreement that are material to the Company.


Installment Payments
Under the terms of the Acquisition Agreement, the Selling Stockholders deposited the SMS Shares in escrow with an escrow agent ("Escrow Agent"), the Company agreed to make payments of Cash to the Selling Stockholders in installments, and the Selling Stockholders agreed to deliver the SMS Shares to the Company in proportionate installments upon the Selling Stockholders' receipt of the Cash payments. On July 30, 2007 (the "Initial Closing Date"), the Company delivered all of the Company Shares to the Selling Stockholders and paid the sum of $530,000 in Cash to the Selling Stockholders as the initial installment of the Cash payments (collectively, the "Initial Payment"). The Company received 69.125% of the SMS Shares on the Initial Closing Date. The Company is obligated to purchase the remaining SMS Shares pursuant to the terms of the Acquisition Agreement within ninety (90) days after the Initial Closing Date (the "Expiration Date"). If the Company has not paid the full $3,000,000 Cash payments to the Selling Stockholders by the Expiration Date, then the Company will issue the Selling Stockholders a promissory note ("SMS Note") for the balance of Cash which has not been made. The outstanding principal amount of the SMS Note will be subject to a penalty interest rate of 15% per year from the date of the SMS Note through the date on which the principal balance is repaid. Until the SMS Note is paid in full (principal plus interest), (i) all dividends and other distributions to stockholders of SMS, if any, shall be paid 50.1% to the Company and 49.9% to the Selling Stockholders, regardless of actual stock ownership in SMS, and (ii) all dividends and distributions to be made by SMS to the Company shall be paid over to the Selling Stockholders to be applied to principal and interest on the SMS Note. Once the SMS Note is paid in full (principal plus interest), the remaining SMS Shares in escrow will be delivered to the Company.
The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
As set forth under Item 1.01 above, on July 30, 2007, the Company issued an aggregate of 10,000,000 shares of Company common stock to three stockholders of SMS Text Media, Inc.
The Company relied upon the exemption from registration as set forth in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D for the issuance of these securities with reference to the following facts and circumstances: (1) the investors represented that they were "accredited investors" within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by the Registrant in accordance with Rule 502(d); (3) there were no, and in any case no more than 35 non-accredited investors in the transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Securities Act within the twelve months preceding the transaction; and (4) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.


Exhibit
Number Description

10.1 Acquisition Agreement dated July 19, 2007 by and among the
Company and SMS Text Media, Inc. ("SMS") and the
stockholders of SMS


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