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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 |
001-33495
|
30-0505595
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1201 Main Street, Suite 980, Columbia,
SC
|
29201
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
·
|
Compliance
with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) by: (A) providing that amounts payable upon a senior
officer’s termination shall be delayed six months, and
(B) establishing compliant times and forms of payments for other
compensation items subject to Code Section 409A (e.g., expense
reimbursements, medical continuation,
etc.);
|
|
·
|
Extension
of the initial three year term for Mr. Kirkland and Mr. Leicht for an
additional three year term
|
|
·
|
Reduction
of Mr. Kirkland’s severance period during the additional three year term
from 24 months to 12 months And an increase in the severance periods for
Messrs. Leicht, Gunter and Murphy from 6 months to 12
months.
|
|
·
|
Elimination
of the mitigation clause in the agreements of Messrs. Kirkland, Leicht and
Gunter; and
|
|
·
|
Addition
of a provision for a Change of Control payment to Messrs. Kirkland,
Leicht, Gunter and Murphy in lieu of severance in the event the Company is
sold and the executives are not retained on terms and conditions similar
to their current employment with the Company. Such payment is
at a rate of two times their annual base
salary.
|
|
1.
|
The
following liabilities of the Company under the 2008 Lawriter Purchase
Agreement dated February 1, 2008:
|
|
(A)
|
the
remaining obligations of the Company to the Ohio State Bar Association
(“OSBA”) under Section 2(b)(i)(A)(3)(y) of the 2008 Purchase Agreement and
the obligations under the letter agreement between the Company and OSBA
dated April 3, 2009 related to the monthly fee credits owed to OSBA until
January 31, 2014;
|
|
(B)
|
the
payment obligations of the Company to The Institute of Legal Publishing,
Inc. (“Lawcorp”) in the amount of three (3) payments of Seven Hundred
Fifty Thousand Dollars ($750,000.00) to be paid on February 1, 2010,
February 1, 2011 and February 1, 2012 pursuant to Section 2(b)(i)(B)(3) of
the 2008 Purchase Agreement related to the balance of the Fixed Payments
owed to Lawcorp; and
|
|
(C)
|
the
payment obligations of the Company to the OSBA and Lawcorp under
Section 2(b)(ii) of the 2008 Purchase Agreement related to an
earn-out.
|
|
2.
|
The
Escrow Agreement.
|
|
3.
|
The
VersusLaw license agreement.
|
|
4.
|
Consulting
Agreement dated as of February 1, 2008 by and between Lawriter, Inc. and
Joseph W. Shea III.
|
|
5.
|
Consulting
Agreement dated as of February 1, 2008 by and between Lawriter, Inc. and
OSBA.COM LLC.
|
Exhibit
No.
|
Description
|
|
10.6
|
First
Restatement and Amendment of Senior Executive Employment Agreement dated
as of August 24, 2009 by and between Collexis Holdings, Inc. and William
D. Kirkland..
|
|
10.7
|
First
Restatement and Amendment of Senior Executive Employment Agreement dated
as of August 20, 2009 by and between Collexis Holdings, Inc. and Stephen
A. Leicht.
|
|
10.8
|
First
Restatement and Amendment of Senior Executive Employment Agreement dated
as of August 20, 2009 by and between Collexis Holdings, Inc. and Darrell
Gunter.
|
|
10.9
|
First
Restatement and Amendment of Senior Executive Employment Agreement dated
as of August 20, 2009 by and between Collexis Holdings, Inc. and Mark
Murphy.
|
|
11.1
|
Limited
Liability Company Interest Purchase Agreement by and between SSN Holdings,
Inc. and Collexis Holdings, Inc. dated August 18, 2009.
|
|
99.1
|
Pro-forma
financial statements of the Lawriter, LLC subsidiary sold including a
Balance Sheet for the period ended March 31, 2009 and a Statement of
Operations for the nine months ended March 31, 2009 (Unaudited) and a
Statement of Operations for the fiscal year ending June 30, 2008
(Audited).
|
COLLEXIS
HOLDINGS, INC.
|
||||
Dated:
September 4, 2009
|
By:
|
/s/ Mark Murphy
|
||
Mark Murphy
|
||||
Chief Financial Officer
|
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