UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 11, 2008
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Collexis
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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001-33495
(Commission
File Number)
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20-0987069
(IRS
Employer Identification No.)
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1201
Main Street, Suite 980, Columbia, SC
(Address
of principal executive offices)
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29201
(Zip
Code)
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(803)
727-1113
(
Registrant’s
telephone number, including area code)
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n/a
(Former
name or former address, if changed since last
report)
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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 (
see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
3.02
Unregistered
Sales of Equity Securities.
On
February 15, 2008, Collexis Holdings, Inc. granted seven employees and one
consultant the option to purchase a total of 275,000 shares of its common stock
at an exercise price of $0.75 per share. The options have a term of eight years
and the shares vest monthly over five years. The options were issued without
registration under the Securities Act of 1933 in reliance on the private
offering exemption provided by Section 4(2) of the Securities Act of 1933.
In
relying on the exemption from registration provided by Section 4(2), we relied
in part on the fact that each of these individuals will acquire the shares
underlying the options for his or her own account, for investment only and
not
for distribution or resale to others.
On
February 27, 2008, we closed the sale of 1,226,667 shares of common stock at
$0.75 per share to a single investor in a private offering under the exemption
from registration contained in Section 4(2) of the Securities Act of 1933.
In
relying on the exemption from registration provided by Section 4(2), we relied
in part on the fact that the investor acquired the securities for its own
account, for investment only and not for distribution or resale to others.
There
was no general solicitation. We received gross proceeds from the offering of
approximately $920,000. No placement fees were payable in connection with this
offering. The share certificates evidencing the purchased shares will be affixed
with a legend to indicate that the shares were sold in a private offering and
their transfer is restricted.
As
discussed below, as of April 7, 2008, we agreed to issue 400,000 shares of
restricted stock to our new Chief Financial Officer. The restricted stock will
vest annually over five years. The shares will be issued without registration
under the Securities Act of 1933 in reliance on the private offering exemption
provided by Section 4(2) of the Securities Act of 1933. In relying on the
exemption from registration provided by Section 4(2), we relied in part on
the
fact that this individual will acquire the securities for his own account,
for
investment only and not for distribution or resale to others.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
April 7, 2008, Mark Murphy has been named as our Chief Financial Officer. Prior
to joining the company, Mr. Murphy served as Senior Vice President Finance
of
PCA International, Inc. from 2006 to 2008. From 1997 to 2005, Mr. Murphy served
in various roles with the Kellogg Company, including Director of Operations
Kellogg Snacks DSDD, Chief Financial Officer of Kellogg Company Warehouse Club,
Chief Financial Officer of Keebler Company Specialty Products, Assistant
Controller of the Keebler Company, and Vice President and Controller of
President Baking Company. He received a Bachelor of Business Administration
degree from Ohio University.
Mr.
Murphy will receive $200,000 per year for serving as our Chief Financial
Officer. In addition, we will issue to Mr. Murphy 400,000 shares of our
restricted stock.
Effective
April 7, 2008, Mr. William D. Kirkland, the Chief Executive Officer and Chief
Financial Officer of Collexis Holdings, Inc., resigned from his position as
Chief Financial Officer. Mr. Kirkland will continue to serve as our Chief
Executive Officer.
Item
8.01
Other
Events.
On
February 21, 2008, Thomson Scientific and Collexis announced their plans to
combine Thomson Scientific’s Web of Science and Collexis’ Knowledge Dashboard to
create a custom data mining solution for the research community. The companies
are building a dashboard that will provide enhanced knowledge discovery for
the
academic and government R&D communities. Both companies will market the
Thomson Collexis Dashboard. We entered into a Strategic Alliance Agreement
with
Thomson Scientific with respect to this project on February 11, 2008. Although
this is not a material agreement at this time, if the agreement becomes material
at some future date and requires disclosure pursuant to Item 1.01 of Form 8-K,
we will file the agreement at such time.
Some
of the statements made above may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on management’s current expectations and
include known and unknown risks, uncertainties and other factors, many of which
we are unable to predict or control, that may cause our actual results or
performance to differ materially from any future results or performance
expressed or implied by such forward-looking statements. These statements
involve risks and uncertainties, including risks and uncertainties associated
with the development and marketing of the dashboard described above, such as
technological challenges and market reception uncertainties. These risks and
uncertainties are in addition to other factors detailed from time to time in
our
filings with the SEC, including the section entitled “Risk Factors” in our
transition report on Form 10-KSB for the period ended June 30, 2007. We caution
investors that any forward-looking statements that we make are not necessarily
indicative of future performance. We undertake no responsibility for updating
the information contained in this Form 8-K beyond the published date, or for
changes made to this document by wire services or Internet
services.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
No.
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Exhibit
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99.1
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Press
release issued by Thomson Scientific on
February
21, 2008
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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 hereunto
duly authorized.
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COLLEXIS
HOLDINGS, INC.
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Dated:
April 11, 2008
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By:
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/s/ William
D. Kirkland
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William
D. Kirkland
Chief
Executive Officer
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