TDIH - Reversemerger - beobachten - 500 Beiträge pro Seite
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WKN gibts keine, nur das US Ticker Symbol!
TDIH
REVERSE MERGER: Our Profile List stock TDI Holding Corp. (OTCBB: TDIH 0.044 x 0.05) issued an 8K announcing they executed a Reverse Share Exchange Agreement with The Fashion House, Inc., a Delaware corporation. The Fashion House designs, manufactures, and licenses women`s designer footwear for Richard Tyler Couture, tyler. Richard Tyler, O by Oscar de la Renta, and Oscar by Oscar de la Renta shoe lines. Under the direction of industry veteran CEO John Hanna, fine Italian craftsmanship, fresh designs, and inspired creativity are the hallmarks of the boutique firm housing a variety of high profile designer brands and footwear categories.
Form 8-K for TDI HOLDING CORP
--------------------------------------------------------------------------------
22-Aug-2005
Entry into Material Agreement, Change in Assets, Sale of Equity, Change in Contr
Item 1.01. Entry into a Material Definitive Agreement
The Registrant executed a Reverse Share Exchange Agreement ("Exchange Agreement") by and among the Registrant, formerly TDI Holding Corporation, a Colorado corporation, The Fashion House, Inc., a Delaware corporation ("Fashion House"), and shareholders of 100% of the common stock of Fashion House on August 19, 2005 (the "Fashion House Shareholders"). Under the Exchange Agreement (i) the Registrant would issue 14,114,200 post-split shares of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House, (ii) Fashion House would become a wholly-owned subsidiary of the Registrant, (iii) the Registrant would change its name to "The Fashion House Holdings, Inc." and (iv) a reverse stock-split on a 21.8 to 1 basis such that each old share of common stock of the Registrant represents 1/21.8 share of common stock of the Registrant would become effective on August 29, 2005.
The Registrant received the gross proceeds of the sale of these shares on August 19, 2005. The Registrant received net proceeds of approximately $2,500,000 less fees, including counsel fees for the investors of approximately $150,000.
On August 19, 2005, the Registrant completed the sale of 2,500,000 shares of common stock as part of a private placement expected to sell at least 2,500,000 shares. The Managing Dealer for the private placement is Brookstreet Securities Corporation. The offering price is $1.00 per share. The Company will pay the Managing Dealer an 8% retail sales commission, a 2% non-accountable marketing allowance and a 3% non-accountable expense allowance. The Managing Dealer will also receive warrants to purchase Common Stock in an amount equal to 15% of the Common Stock sold at an exercise price of $1.00 per share. The Registrant received net proceeds of approximately $2,500,000 less fees, including counsel fees for the investors of approximately $150,000.
The Registrant relied upon Section 4(2) of the Securities Act for the offer and sale. It believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.
Item 2.01. Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Exchange Agreement by and among the Registrant, Fashion House and the Shareholders of Fashion House dated as of August 19, 2005, (i) the Registrant would issue 14,114,200 shares post-split of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House and (ii) Fashion House would merge with and into the Registrant such that Fashion House became a wholly-owned subsidiary of the Registrant.
By virtue of the Exchange Agreement, all the outstanding shares of common stock of Fashion House were exchanged for 14,114,200 post-split shares of common stock of the Registrant. The closing of the Exchange Agreement occurred on August 19, 2005 (the "Closing").
Prior to the transaction, the Registrant has been an inactive company since the sale of substantially all of its assets in 2002 and did not realize any revenues from its planned operations in fiscal 2005. It was primarily engaged in the acquisition and exploration of mining properties. Since the Closing, the Registrant`s primary operations now consist of the operations of Fashion House.
Fashion House was organized in Delaware on April 11, 2002. Fashion House, is a California headquartered designer, developer and marketer of women`s dress footwear with an emphasis on celebrity appeal, style, quality and fit.
Item 3.02 Unregistered Sales of Equity Securities
As of August 19, 2005, in connection with the Exchange Agreement, the Registrant issued 14,114,200 post-split shares of its common stock to the Fashion House Shareholders.
As of August 19, 2005, the Registrant issued 2,500,000 shares of its common stock to certain investors. The Registrant received gross proceeds of $2,500,000.
The Registrant relied upon Section 4(2) of the Securities Act for the offer and sale. It believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.
Item 5.01. Changes in Control of Registrant.
On August 19, 2005, the Registrant issued 2,500,000 shares of common stock at $1.00 per share to certain investors.
The Registrant executed a Reverse Share Exchange Agreement by and among the Registrant, formerly TDI Holding Corporation, a Colorado corporation, Fashion House, Inc., a Delaware corporation ("Fashion House"), and shareholders of approximately 100% of the common stock of Fashion House on August 19, 2005 (the "Fashion House Shareholders"). Under the Exchange Agreement (i) the Registrant would issue 14,114,200 post-split shares of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House, (ii) Fashion House would merge with and into the Registrant such that Fashion House became a wholly-owned subsidiary of the Registrant, (iii) the Registrant would change its name to "The Fashion House Holdings, Inc." and (iv) a reverse stock-split on a 21.8 to 1 basis such that each old share of common stock of the Registrant represents 1/21.8 share of common stock of the Registrant would become effective on August 29, 2005.
The closing date for the Exchange Agreement was August 19, 2005.
As part of the transactions described above, the following changes to the Registrant`s directors and officers have occurred or will occur:
o Blair Zykan resigned as the Company`s President, Chief Executive Officer, Chief Financial Officer and member of the Board of Directors effective as of August 19, 2005.
o Louis F. Coppage resigned as a member of the Board of Directors effective as of August 19, 2005.
o Jay Reano resigned from the Board of Directors effective as of August 19, 2005.
o John Hanna, Christopher Wyatt, Joseph McCann, Eric Richardson and Steven W. Trager were appointed as directors of the Company effective as of August 19, 2005
o John Hanna was appointed as Chairman of the Board, President and Chief Executive Officer effective as of August 19, 2005.
o Ronald Wittman was appointed as Treasurer, Chief Financial Officer and Secretary, effective as of August 19, 2005.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of Registrant`s
common stock immediately following execution of the Exchange Agreement by (i)
each person known by Registrant to beneficially own five percent (5%) or more of
the outstanding shares; (ii) Registrant`s officers and directors; and (iii)
Registrant`s officers and directors as a group.
Eine 2 SPEA wirds nicht werden, könnte aber interessant sein!
morchel
TDIH
REVERSE MERGER: Our Profile List stock TDI Holding Corp. (OTCBB: TDIH 0.044 x 0.05) issued an 8K announcing they executed a Reverse Share Exchange Agreement with The Fashion House, Inc., a Delaware corporation. The Fashion House designs, manufactures, and licenses women`s designer footwear for Richard Tyler Couture, tyler. Richard Tyler, O by Oscar de la Renta, and Oscar by Oscar de la Renta shoe lines. Under the direction of industry veteran CEO John Hanna, fine Italian craftsmanship, fresh designs, and inspired creativity are the hallmarks of the boutique firm housing a variety of high profile designer brands and footwear categories.
Form 8-K for TDI HOLDING CORP
--------------------------------------------------------------------------------
22-Aug-2005
Entry into Material Agreement, Change in Assets, Sale of Equity, Change in Contr
Item 1.01. Entry into a Material Definitive Agreement
The Registrant executed a Reverse Share Exchange Agreement ("Exchange Agreement") by and among the Registrant, formerly TDI Holding Corporation, a Colorado corporation, The Fashion House, Inc., a Delaware corporation ("Fashion House"), and shareholders of 100% of the common stock of Fashion House on August 19, 2005 (the "Fashion House Shareholders"). Under the Exchange Agreement (i) the Registrant would issue 14,114,200 post-split shares of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House, (ii) Fashion House would become a wholly-owned subsidiary of the Registrant, (iii) the Registrant would change its name to "The Fashion House Holdings, Inc." and (iv) a reverse stock-split on a 21.8 to 1 basis such that each old share of common stock of the Registrant represents 1/21.8 share of common stock of the Registrant would become effective on August 29, 2005.
The Registrant received the gross proceeds of the sale of these shares on August 19, 2005. The Registrant received net proceeds of approximately $2,500,000 less fees, including counsel fees for the investors of approximately $150,000.
On August 19, 2005, the Registrant completed the sale of 2,500,000 shares of common stock as part of a private placement expected to sell at least 2,500,000 shares. The Managing Dealer for the private placement is Brookstreet Securities Corporation. The offering price is $1.00 per share. The Company will pay the Managing Dealer an 8% retail sales commission, a 2% non-accountable marketing allowance and a 3% non-accountable expense allowance. The Managing Dealer will also receive warrants to purchase Common Stock in an amount equal to 15% of the Common Stock sold at an exercise price of $1.00 per share. The Registrant received net proceeds of approximately $2,500,000 less fees, including counsel fees for the investors of approximately $150,000.
The Registrant relied upon Section 4(2) of the Securities Act for the offer and sale. It believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.
Item 2.01. Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Exchange Agreement by and among the Registrant, Fashion House and the Shareholders of Fashion House dated as of August 19, 2005, (i) the Registrant would issue 14,114,200 shares post-split of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House and (ii) Fashion House would merge with and into the Registrant such that Fashion House became a wholly-owned subsidiary of the Registrant.
By virtue of the Exchange Agreement, all the outstanding shares of common stock of Fashion House were exchanged for 14,114,200 post-split shares of common stock of the Registrant. The closing of the Exchange Agreement occurred on August 19, 2005 (the "Closing").
Prior to the transaction, the Registrant has been an inactive company since the sale of substantially all of its assets in 2002 and did not realize any revenues from its planned operations in fiscal 2005. It was primarily engaged in the acquisition and exploration of mining properties. Since the Closing, the Registrant`s primary operations now consist of the operations of Fashion House.
Fashion House was organized in Delaware on April 11, 2002. Fashion House, is a California headquartered designer, developer and marketer of women`s dress footwear with an emphasis on celebrity appeal, style, quality and fit.
Item 3.02 Unregistered Sales of Equity Securities
As of August 19, 2005, in connection with the Exchange Agreement, the Registrant issued 14,114,200 post-split shares of its common stock to the Fashion House Shareholders.
As of August 19, 2005, the Registrant issued 2,500,000 shares of its common stock to certain investors. The Registrant received gross proceeds of $2,500,000.
The Registrant relied upon Section 4(2) of the Securities Act for the offer and sale. It believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.
Item 5.01. Changes in Control of Registrant.
On August 19, 2005, the Registrant issued 2,500,000 shares of common stock at $1.00 per share to certain investors.
The Registrant executed a Reverse Share Exchange Agreement by and among the Registrant, formerly TDI Holding Corporation, a Colorado corporation, Fashion House, Inc., a Delaware corporation ("Fashion House"), and shareholders of approximately 100% of the common stock of Fashion House on August 19, 2005 (the "Fashion House Shareholders"). Under the Exchange Agreement (i) the Registrant would issue 14,114,200 post-split shares of its common stock to the Fashion House Shareholders in exchange for 100% of the common stock of Fashion House, (ii) Fashion House would merge with and into the Registrant such that Fashion House became a wholly-owned subsidiary of the Registrant, (iii) the Registrant would change its name to "The Fashion House Holdings, Inc." and (iv) a reverse stock-split on a 21.8 to 1 basis such that each old share of common stock of the Registrant represents 1/21.8 share of common stock of the Registrant would become effective on August 29, 2005.
The closing date for the Exchange Agreement was August 19, 2005.
As part of the transactions described above, the following changes to the Registrant`s directors and officers have occurred or will occur:
o Blair Zykan resigned as the Company`s President, Chief Executive Officer, Chief Financial Officer and member of the Board of Directors effective as of August 19, 2005.
o Louis F. Coppage resigned as a member of the Board of Directors effective as of August 19, 2005.
o Jay Reano resigned from the Board of Directors effective as of August 19, 2005.
o John Hanna, Christopher Wyatt, Joseph McCann, Eric Richardson and Steven W. Trager were appointed as directors of the Company effective as of August 19, 2005
o John Hanna was appointed as Chairman of the Board, President and Chief Executive Officer effective as of August 19, 2005.
o Ronald Wittman was appointed as Treasurer, Chief Financial Officer and Secretary, effective as of August 19, 2005.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of Registrant`s
common stock immediately following execution of the Exchange Agreement by (i)
each person known by Registrant to beneficially own five percent (5%) or more of
the outstanding shares; (ii) Registrant`s officers and directors; and (iii)
Registrant`s officers and directors as a group.
Eine 2 SPEA wirds nicht werden, könnte aber interessant sein!
morchel
moin Morchel,
21.8 zu 1, dat hab ich auch noch nicht gesehen!
was meinst, ein angagement vor oder nach split, wenn überhaupt
paul
21.8 zu 1, dat hab ich auch noch nicht gesehen!
was meinst, ein angagement vor oder nach split, wenn überhaupt
paul
Ich denke den Split abwarten!
Die Aktie wird dann so ca um die 1$ zu traden beginnen!
Die Finanzierung wurde ja auch zu 1$ zugesagt!
schau mer mal!
morchel
Die Aktie wird dann so ca um die 1$ zu traden beginnen!
Die Finanzierung wurde ja auch zu 1$ zugesagt!
schau mer mal!
morchel
0.05 plus 13% vol.331`333
0.06 plus 36%
Trading Spotlight
0.065 plus 47%
0.07 plus 59%
0.075 plus 70%
und ich Hosenscheisser bin nicht drinnen!
morchel
morchel
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