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): July 31, 2008
Collexis
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction
of
incorporation)
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001-33495
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20-0987069
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1201
Main Street, Suite 980, Columbia, SC
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29201
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(Address
of principal executive offices)
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(Zip
Code)
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(803)
727-1113
(
Registrant’s
telephone number, including area code)
n/a
(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 (
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
5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
July
31, 2008, Collexis
and
its
wholly-owned subsidiary, Collexis B.V., entered into a Separation and Settlement
Agreement, effective as of June 30, 2008, with Peter van Praag, Van Praag
Informatisering B.V. (“van Praag’s Company”) and Anna Adriana Wilhelmina Prinse
(Mr. van Praag’s spouse) (the “van Praag Separation Agreement”). On July 31,
2008, pursuant to the van Praag Separation Agreement, Mr. van Praag resigned
as
a director of Collexis and from his position as chief executive officer of
Collexis B.V., effective as of June 30, 2008. Pursuant to the van
Praag Separation Agreement, the parties agreed (1) to terminate the labor
contract between Collexis B.V. and van Praag made effective as of January 1,
2007, (2) that van Praag would resign as a director of Collexis and from his
position as chief executive officer of Collexis B.V., effective as of
June 30, 2008, (3) that van Praag would not compete, directly or
directly, with Collexis or any of its affiliates through June 30, 2009, (4)
that
Collexis would pay van Praag a gross severance of €7,500 per month ($12,096 at
the current exchange rate) for a period of eight months (approximately $96,768
total at the current exchange rate) as consideration for his entering into
the
van Praag Separation Agreement and (5) to mutually release each other party
from
any and all claims related to the subject matter of the van Praag Separation
Agreement. In addition, the van Praag Separation Agreement amends the Collexis
Option Agreement, dated as of April 4, 2007, such that the options granted
(1.0
million shares) to van Praag’s Company to acquire shares of Collexis’s
securities will be vested in full effective August 1, 2008 and exercisable
for
two years thereafter; provided, however, that van Praag and van Praag’s Company
may not sell more than 75,000 of such purchased option shares in any one
calendar month. Also as part of the van Praag Separation Agreement, van Praag
and van Praag’s Company entered into a Lock-Up Agreement with Collexis pursuant
to which such shareholders agreed not to sell, pledge, transfer or otherwise
dispose of any of Collexis’s securities held by van Praag’s Company until July
1, 2009, other than the 75,000 purchased option shares in any one calendar
month
mentioned above.
The
foregoing description of the van Praag Separation Agreement and the van Praag
Lock-Up Agreement is qualified in its entirety by reference to the full text
of
the agreements attached as Exhibits 10.1 and 10.2 to this Current Report on
Form
8-K and incorporated by reference herein.
On
July
31, 2008, Collexis
and
Collexis B.V. entered into a Separation and Settlement Agreement, effective
as
of June 30, 2008, with Henk Buurman, and V.D.B. Pacific B.V. (“Buurman’s
Company”) (the “Buurman Separation Agreement”).
On
July
31, 2008, pursuant to the Buurman Separation Agreement, Mr. Buurman resigned
from his position as Vice President of Strategy and Business Development of
Collexis
B.V.
,
effective as of June 30, 2008
.
Pursuant to the Buurman Separation Agreement, the parties agreed (1) to
terminate the labor contract between Collexis B.V. and Buurman made effective
as
of January 1, 2007, (2) that Buurman would resign
as
a
director
of Collexis B.V.
,
effective as of June 30, 2008, (3) that Buurman would not
compete,
directly or directly, with Collexis or any of its affiliates through June 30,
2009,
(4)
that
Collexis would pay Buurman
a
gross
severance of €7,500 per month ($12,096 at the current exchange rate) for a
period of eight months (approximately $96,768 total at the current exchange
rate) as consideration for his entering into the Buurman Separation
Agreement
and (5)
to mutually release each other party from any and all claims related to the
subject matter of the Buurman Separation Agreement
.
In
addition, the Buurman Separation Agreement amends the Collexis Option Agreement,
dated as of April 4, 2007, such that the options granted (1.0 million shares)
to
Buurman’s Company to acquire shares of Collexis’s securities will be vested in
full effective August 1, 2008 and exercisable for two years thereafter;
provided, however, that Buurman and Buurman’s Company may not sell more than
75,000 of such purchased option shares in any one calendar month. Also as part
of the Buurman Separation Agreement, Buurman and Buurman’s Company entered into
a Lock-Up Agreement with Collexis pursuant to which such shareholders agreed
not
to sell,
pledge,
transfer or otherwise dispose of
any
of
the Collexis’s securities held by Buurman’s Company until July 1, 2009, other
than the 75,000 purchased option shares in any one calendar month mentioned
above.
The
foregoing description of the Buurman Separation Agreement and the Buurman
Lock-Up Agreement is qualified in its entirety by reference to the full text
of
the agreements attached as Exhibits 10.3 and 10.4 to this Current Report on
Form
8-K and incorporated by reference herein.
Item
8.01
Other
Events.
On
July
17, 2008, Collexis filed a preliminary proxy statement announcing it would
hold
a special meeting of stockholders on August 19, 2008. Collexis has determined
not to hold a special meeting of stockholders at this time and accordingly
will
not be mailing a proxy statement for the special meeting to its stockholders.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Number
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Exhibit
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10.1
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Separation
and Settlement Agreement, effective as of June 30, 2008, by and
among
Collexis Holdings, Inc., Collexis B.V., Peter van Praag, Van Praag
Informatisering B.V. and Anna Adriana Wilhelmina
Prinse.
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10.2
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Lock-Up
Agreement, effective as of June 30, 2008, by and among Collexis
Holdings,
Inc., Collexis B.V., Peter van Praag, and Van Praag Informatisering
B.V.
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10.3
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Separation
and Settlement Agreement, effective as of June 30, 2008, by and
among
Collexis Holdings, Inc., Collexis B.V., Henk Buurman and V.D.B.
Pacific
B.V.
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10.4
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Lock-Up
Agreement, effective as of June 30, 2008, by and among Collexis
Holdings,
Inc., Collexis B.V., Henk Buurman and V.D.B. Pacific B.V.
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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:
August 6, 2008
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By:
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/s/
Mark Murphy
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Mark Murphy
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Chief Financial Officer
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