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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Collexis Holdings Inc (CE) | USOTC:CLXS | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Collexis
Holdings, Inc.
|
|
(Exact
name of registrant as specified in its charter)
|
|
Nevada
|
|
(State
or other jurisdiction
of
incorporation)
|
|
001-33495
|
20-0987069
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1201
Main Street, Suite 980, Columbia, SC
(Address
of principal executive offices)
|
29201
(Zip
Code)
|
(803)
727-1113
|
|
(
Registrant’s
telephone number, including area code)
|
|
n/a
|
|
(Former
name or former address, if changed since last
report)
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
·
|
we
made a cash
payment
of $1,125,000 to OSBA;
|
·
|
we
made a cash payment of $500,000 to Lawcorp; and
|
·
|
we
issued 666,666 shares of our common stock at an agreed-upon value
of $0.75
per share, or $500,000, to Lawcorp.
|
Seller
|
Payment
Date
|
Payment
Amount
|
|||||
OSBA
|
May
1, 2008
|
$
|
313,750
|
||||
August
1, 2008
|
313,750
|
||||||
November
1, 2008
|
313,750
|
||||||
February
1, 2009
|
313,750
|
||||||
$
|
1,255,000
|
||||||
Lawcorp
|
February
1, 2009
|
$
|
750,000
|
||||
February
1, 2010
|
750,000
|
||||||
February
1, 2011
|
750,000
|
||||||
February
1, 2012
|
750,000
|
||||||
$
|
3,000,000
|
(a)
|
credit
against the balance of that consideration the monthly fee that would
otherwise be payable by the Ohio State Bar Association to Lawriter
for the
60 months following the closing (which is estimated to equal a credit
of
approximately $424,000 per twelve month period or $2,120,000 in total)
or
|
(b)
|
pay
all or any portion of the balance directly to OSBA on a monthly basis
for
the 60 months following the closing, in which case the Ohio State
Bar
Association would resume making payments to Lawriter in the ordinary
course of business.
|
· |
begins
on the earlier occurrence of (a) the first day of that calendar month
on
which the aggregate Net Sales derived from the products and services
that
we acquired under the terms of the Agreement, including intellectual
property rights related to the Casemaker® database and software and
Collexis-related technology and enhancements that we intend to offer
to
our customers and clients (collectively, “Legal Research Services”), have
been at least $2,750,000 for each of the previous three consecutive
calendar months following the closing or (b) the first day of the
18th
month following the closing; and
|
· |
ends
on the last day of the 60th calendar month thereafter.
|
· |
declare
all unpaid amounts we owe to OSBA under the Agreement to be immediately
due and payable;
|
· |
proceed
to exercise its rights under the escrow agreement;
and/or
|
· |
proceed
with court action against us.
|
(a)
|
Financial
Statements of Businesses
Acquired.
|
(b)
|
Pro
Forma Financial Information.
|
(d) |
Exhibits
|
Exhibit
No.
|
Exhibit
|
10.1 |
LLC
Interests Purchase Agreement dated February 1, 2008 by and among
Collexis
Holdings, Inc., Lawriter, Inc., Lawriter LLC, OSBA.COM LLC, and the
Institute of Legal Publishing, Inc. and other ancillary parties.
|
10.2 |
Security
Agreement dated February 1, 2008 by Lawriter LLC in favor of Institute
of
Legal Publishing, Inc.
|
10.3 |
Three
Party Escrow Agreement dated February 1, 2008 by and among Collexis
Holdings, Inc., OSBA.COM LLC and Escrow Associates,
LLC.
|
99.1 |
Press
release issued by Collexis Holdings, Inc. on
February
4, 2008
.
|
1 Year Collexis (CE) Chart |
1 Month Collexis (CE) Chart |
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