Unassociated Document
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: January 15, 2008
(Date
of
earliest event reported: January 7, 2005)
Interact
Holdings Group, Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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333-70932
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65-1102865
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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550
Greens Parkway, Suite 230, Houston, Texas
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77067
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(Address
of principal executive offices)
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(Zip
Code)
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(619)
342-7449
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
On
January 7, 2008, the Company entered into an Unwinding and Settlement Agreement
(the “Settlement Agreement”) with UTSI International Corporation (“UTSI”). The
Company and UTSI were parties to an agreement and plan of merger dated May
5,
2006 (the “Merger Agreement”). Several of the post-closing conditions of the
Merger Agreement were not satisfied and both parties have deemed it in their
best interests to unwind the Merger Agreement. The Settlement Agreement provides
that the Company will return the shares of UTSI to the shareholders of UTSI
and
that UTSI will return the shares of the Company’s preferred stock held by the
UTSI shareholders. The transaction restores UTSI to its status as a completely
independent company and relieves the Company of the liabilities represented
by
the eventual conversion value of the preferred stock. On the effective date,
neither party will have any obligation to the other and the parties agreed
to
mutually release each other from any liability, including the Company’s
liability to David L. Rossmann and Daniel W. Nagala. As part of the Agreement,
Mr. Nagala resigned from the Company’s Board of Directors.
Item
5.02 Departure
of Director
As
part
of the Settlement Agreement discussed under Item 1.01, Daniel W. Nagala resigned
as a director and officer of the Company. Mr. Nagala did not assert any
disagreements with the policies and practices of the Company.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following document is included as an exhibit to the Form 8-K.
Exhibit
Number Description
10.1 Unwinding
and
Settlement Agreement
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.
Date:
January 15, 2008
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Interact
Holdings Group, Inc.
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By:
/s/ Jeffrey Flannery
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Jeffrey
Flannery
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number Description
10.1 Unwinding
and
Settlement Agreement