Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K/A Amendment to Current Report HTML 22K
2: EX-10.1 Amended and Restated Merger Agreement Dated HTML 223K
February 5, 2008 by and Among Trustcash
Holdings, Inc., Tchh Acquisition Corp.
and Paivis, Corp.
3: EX-99.1 Press Release Dated February 5, 2008. HTML 16K
TRUSTCASH
HOLDINGS, INC. and PAIVIS, CORP. Announce Signing of Amended and Restated
Definitive Agreement and Plan of Merger; Paivis Shareholders to Receive
$0.10/Share in Cash Plus One Share of TRUSTCASH Common Stock
NEW
YORK,
NY--(Marketwire - February 05, 2008) - TRUSTCASH HOLDINGS, INC. ("TRUSTCASH")
(OTCBB: TCHH)
and PAIVIS, CORP. ("PAIVIS") (OTCBB: PAVCE)
today jointly announced their execution of a Amended and Restated Definitive
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
TRUSTCASH has agreed, through a wholly-owned subsidiary, to acquire 100% of
the
issued and outstanding common shares of PAIVIS, and PAIVIS has agreed, at the
closing of the transaction, to become a wholly-owned subsidiary of TRUSTCASH.
As
consideration in the merger transaction, TRUSTCASH has agreed to pay $0.10/share
in cash plus one share TRUSTCASH common stock for each common share held by
PAIVIS shareholders.
Greg
Moss, the Chief Executive Officer of TRUSTCASH, commented, "We are pleased
to
complete this amended Merger Agreement to the benefit of the shareholders.
We
believe Paivis is very important for this future of this company and we believe
this new structure is not only simpler but very positive for all involved.
We
look forward to completing the next steps towards becoming one great
company."
Edwin
Kwong, the Interim Chief Executive Officer of PAIVIS, commented further, "With
the signing of the new Amended Merger Agreement we feel we have achieved a
much
simpler transaction that still provides quality value to our shareholders.
We
have said before, and still believe that the future of the combined corporations
holds a lot of potential for value creation for our shareholders."
The
parties have agreed to use their best efforts to consummate the transaction
by
March 31, 2008, or as soon as practicable thereafter.
The
Merger Agreement, which includes all details of the transaction, will be filed
by TRUSTCASH and PAIVIS as an exhibit to a Current Report on Form 8-K with
the
U.S. Securities and Exchange Commission as required. The Merger Agreement
contains certain conditions precedent to consummation of the merger and
customary subjects, including but not limited to the audits of Paivis and its
acquisitions being completed, financing being secured by Trustcash respective
shareholder approval, obtaining consents, providing certified lists of
shareholders and delivery of certain due diligence and other corporate
documents.
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About
Trustcash
Through
its Trustcash brand and websitewww.trustcash.com,
the Company is a pioneer of anonymous payment systems for the internet. It
developed a business based on the sale of a stored value card (both virtual
and
physical) that can be used by consumers to make secure and anonymous purchases
on the internet without disclosing their credit card or personal information.
Trustcash provides to its customers the "Trustcash™" payment card, which is sold
in denominations ranging from $10 to $200 either online, through any of over
500
websites, or at over 50,000 retail locations in the United States via MoneyGram.
Trustcash's non-reloadable, virtual Trustcash card is the only "stored value
card" that can be purchased where no personal data is stored or available,
providing a unique level of both security and privacy to the purchaser.
About
Paivis, Corp.
Paivis,
Corp. is a wholesale telecommunications carrier that sells prepaid
"point-of-sale activated" and live cards. Paivis generates its revenues through
the sale of prepaid calling cards and wireless services, and international
wholesale termination. Products are sold throughout many of the country's major
retail outlets, including Duane Reade, 7-Eleven, and Chevron.
The
Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a
"safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements.
Statements
contained herein that are not based on historical fact, as well as other
statements including words such as "anticipate,""believe,""plan,""estimate,""expect,""intend,""will,""could" and other similar expressions, constitute
forward-looking statements under the PSLRA. TRUSTCASH and PAIVIS intend that
such forward-looking statements be subject to the safe harbor created thereby.
Such forward-looking statements are based on current assumptions but involve
known and unknown risks and uncertainties that may cause TRUSTCASH and PAIVIS
actual results, performance or achievements to differ materially from current
expectations. These risks include economic, competitive, governmental,
technological and other factors discussed in TRUSTCASH and PAIVIS annual,
quarterly and other periodic public filings on record with the Securities and
Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
