-----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, AnBK89EyezuwujDE5wzgXyUoxB4XYKqxUkA8t0j7hetqnQ6NnMWUcs/gfzzpFnvo QQnv6lE++PvugtTviMSekQ== /in/edgar/work/0001125282-00-000793/0001125282-00-000793.txt : 20001128 0001125282-00-000793.hdr.sgml : 20001128 ACCESSION NUMBER: 0001125282-00-000793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL ASSET HOLDINGS INC CENTRAL INDEX KEY: 0001099730 STANDARD INDUSTRIAL CLASSIFICATION: [9995 ] IRS NUMBER: 650722193 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15489 FILM NUMBER: 777325 BUSINESS ADDRESS: STREET 1: 57 THE CIRCLE CITY: GLEN HEAD STATE: NY ZIP: 11545 BUSINESS PHONE: 5167593017 MAIL ADDRESS: STREET 1: 57 THE CIRCLE CITY: GLEN HEAD STATE: NY ZIP: 11545 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - - - - - - FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 27, 2000 GLOBAL ASSET HOLDINGS, INC. - - - - - - - - - - - - - - - - - - - (Exact name of Registrant as specified in charter) Florida 011-15499 55-0722193 - ------------- ---------------- -------------------- (State or Other (Commission File No.) (IRS Employer Jurisdiction of Identification No.) Incorporation) 11900 Biscayne Blvd., Suite 262, Miami, Florida 33181 -------------------------------------------------------------------- (Address of principal executive officers) 305-981-0539 -------------------- (Telephone) Item 2. Acquisition or Disposition of Assets On November 14, 2000, we acquired the entire ownership interest of Transvoice Investments, Ltd. ("Transvoice") in SavOnCalling.com, LLC., a Florida limited liability company ("SavOn"). SavOn is engaged in the marketing of casual access long distance services, better known as "10-10 dial around". Dial around is a telecommunications service that allows consumers to select alternative long distance providers by entering the particular carrier identification code (CIC) prior to dialing a long distance telephone call. Transvoice's interest consists of a 51% ownership interest in SavOn which increased to 80% on November 15, 2000 pursuant to an Acquisition Agreement between Teltran and Transvoice dated May 1, 2000. The interest is subject to possible increase in the minority partner's interest to 66.67% upon terms mutually agreeable to the parties. The purchase price of Transvoice's entire interest in SavOn was 2,000,000 shares of our common stock. In addition, if during the period commencing January 1, 2001 and ending June 30, 2002 ("The Earnings Period") the accumulated net after tax income of SavOn is $1,200,000 or greater, then Transvoice shall receive additional shares of our common stock. For each $1.00 of net after tax income of SavOn in excess of $1,200,000 during the Earnings Period, Transvoice shall receive additional shares of our common stock having a market value of $10.00 per share. Item 7. Financial Statements, Pro-Forma Information and Exhibits (a) and (b) * (c) Exhibits 10.23 Exchange Agreement for the Purchase of Part of SavOnCalling.com, LLC between Global Asset Holdings, Inc. and Transvoice Investments, Ltd. dated November 14, 2000. * Registrant's filing of financial and pro-forma information relating to the Agreement within fifteen (15) days after the exchange is impracticable. Registrant will file such financial information by amendment hereto no later than sixty (60) days after the filing of this report. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 27, 2000 GLOBAL ASSET HOLDINGS, INC. (Registrant) By: /s/ Irving Greenman ----------------------------- Irving Greenman, President EX-10.23 2 0002.txt EXCHANGE AGREEMENT EXCHANGE AGREEMENT EXCHANGE AGREEMENT ("Agreement"), entered into as of this 14th day of November, 2000 between TRANS VOICE INVESTMENTS LTD. ("Seller"), and GLOBAL ASSET HOLDINGS INCORPORATED ("Purchaser"). R E C I T A L S WHEREAS, the Seller owns a membership interest ("Interest") in SavOn Calling.com, LLC, ("SavOn") a Florida Limited Liability Company, subject to the terms and conditions of the (i) Acquisition Agreement dated May 1, 2000 between Seller and Teltran International Group, Ltd. as amended by agreement on October 6, 2000 (the "Acquisition Agreement") and (ii) SavOnCalling.com, LLC Limited Liability Company Management Agreement dated January 1, 2000 as amended by the First Amendment to the Limited Liability Company Management Operating Agreement and as the same is required to be amended pursuant to the aforesaid Acquisition Agreement ("the Operating Agreement"); WHEREAS, the Seller wishes to sell its rights, claims and title to the Interest, including any increases or reductions in the Interest and the Purchaser wishes to purchase all Seller's right, title, and interest to the Interest, as the same may be increased or decreased pursuant to the Amended Acquisition Agreement as amended and Operating Agreement; NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE 1.1 Agreement to Purchase and Sell; Purchase Price Subject to the terms of this Agreement, the Seller hereby sells, assigns, transfers and deliver to the Purchaser, and the Purchaser hereby agrees to purchase the Interest from the Seller. The aggregate purchase price for the Interest shall be (i) 2,000,000 shares of the common stock of the Purchaser (the "Global Shares") and (ii) an additional number of Global Shares pursuant to paragraph 1.2. 1.2 Contingent Consideration If during the eighteen (18) month period commencing January 1, 2001 and ending June 30, 2002 ("The Earnings Period") the accumulated net after tax income of SavOn is $1,200,000 or greater, then the Seller shall receive additional Global Shares from Purchaser. For each $1.00 of net after tax income of SavOn in excess of $1,200,000, Seller shall receive additional Global Shares having a market value of $10.00 per share. Cumulative net after tax income shall be determined in accordance with generally accepted accounting procedures consistently applied and the determination thereof shall be subject to review procedures by Purchaser's independent public accountants. Such determination shall be set forth in a written statement delivered to the parties by August 15, 2002. The market price shall be the average closing bid price for the twenty (20) business days prior to June 30, 2002. 1.3 Deliveries by the Parties At a closing to be held no later than November 17, 2000: (a) the Purchaser shall deliver to the Seller certificates for the Global Shares in the amount listed in Section 1.1. Such certificates shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. (b) At Closing, the Seller shall deliver an assignment evidencing the transfer of the Interest to the Purchaser. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller hereby represents and warrants to the Purchaser as follows: 2.1 Execution, Delivery and Performance of Agreement. Execution, Delivery and Performance of Agreement. The execution and delivery of this Agreement by the Seller, and all other documents contemplated hereby, and the performance of its respective obligations hereunder and thereunder is within the respective powers of the Seller. 2.2 Enforceability. This Agreement constitutes, when executed and delivered by the Seller in accordance herewith, the valid and binding obligations of the Seller enforceable in accordance with its terms, subject to general principles of equity and bankruptcy or other laws relating to or affecting the rights of creditors generally. 2.3 Seller's Ownership of the Interest. Seller owns the Interest being sold hereunder free and clear of any liens or ncumbrances. 2.4 Organization and Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all authorizations, licenses, permits and certifications necessary to own its properties and assets and to carry on its business as it is now being conducted and proposed to be conducted. The Corporation is duly qualified to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of its businesses makes such qualification necessary. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Purchaser hereby represents and warrants to the Seller as follows: 3.1 Execution, Delivery and Performance of Agreement; Authority Delivery and Performance of Agreement; Authority. The execution and delivery of this Agreement by the Purchaser, and all other agreements and documents contemplated hereby, and the performance of their respective obligations hereunder and thereunder are within the respective powers of the Purchaser, having been duly authorized. 3.2 Enforceability. This Agreement constitutes, when executed and delivered by the Purchaser in accordance herewith, the valid and binding obligations of the Purchaser enforceable in accordance with its terms, subject to general principles of equity and bankruptcy or other laws relating to or affecting the rights of creditors generally. 3.3 Organization and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all authorizations, licenses, permits and certifications necessary to own its properties and assets and to carry on its business as it is now being conducted and proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of its businesses makes such qualification necessary. ARTICLE IV MISCELLANEOUS PROVISIONS 4.1 Headings. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof. 4.2 Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, representations or other agreements between the parties in connection with such subject matter except as specifically set forth or referred to in this Agreement. No amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a continuing waiver unless otherwise expressly provided. 4.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 4.4 Assignment. No party may assign its rights or benefits under this Agreement and any such purported assignment or transfer is hereby declared null and void. 4.5 Cooperation; Further Assurances.. The parties shall cooperate fully and in good faith with each other and their respective legal advisers, accountants and other representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement. Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated by this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement the provisions of this Agreement to its full extent. 4.6 Counterparts. This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first set forth above. PURCHASER: SELLER: GLOBAL ASSET HOLDINGS, TRANS VOICE INVESTMENTS, LTD. INCORPORATED By: /s/ Irving Greenman By: -------------------------------- -------------------------------- Irving Greenman, President -----END PRIVACY-ENHANCED MESSAGE-----