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
(Exact
name of registrant as specified in its charter)
Nevada
00030074
86-0871787
(State
or other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
#400
- 3475 Lenox Road, Atlanta Georgia 30326
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: (404-601-2885)
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):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
-1-
Item
1.01 Entry into a Material Definitive
Agreement.
On
December 27, 2007the Registrant filed on Form 8-K reporting that on December20, 2007 Paivis, Corp a, Nevada corporation (“Paivis”) entered into an Agreement
and Plan of Merger (the “Initial Merger Agreement”) with TCHH Acquisition Corp,
Inc., a Nevada corporation and wholly-owned subsidiary of Trustcash Holdings,
Inc. (“TCHH Acquisition”), and Trustcash Holdings, Inc., a Delaware corporation
(“Trustcash”).
This
Form 8-K/A reports that on February5, 2008, Paivis, TCHH Acquisition and Trustcash amended the Initial Merger
Agreement referred to above and entered into an Amended and Restated Agreement
and Plan of Merger (the “Merger Agreement”). The Merger Agreement
provides that upon
the terms and subject to the conditions set forth in the Merger Agreement,
TCHH
Acqusition will merge with and into Paivis, with Paivis being the surviving
corporation and a wholly-owned subsidiary of the Company (the
“Merger”).
At
the Effective Time (as defined below)
of the Merger, pursuant to the terms of Paivis’ certificate of incorporation and
the Merger Agreement, 100% of Paivis’ issued and outstanding common stock
immediately prior to the Effective Time shall be exchanged for cash and stock
as
per the following:
Each
issued and outstanding common share
of Paivis shall be converted into the right to receive $0.10 payable to the
holder thereof in cash without interest, plus one share of common stock of
Trustcash.
The
parties to the Merger Agreement have
agreed to use their best efforts to consummate the transactions by March 31,2008, or as soon thereafter as practicable (the "effective
time").
The
Merger Agreement contains certain
conditions precedent to consummation of the Merger and other customary
provisions, including but not limited to the audits of Paivis and its
acquisitions being completed, financing being secured by Trustcash, respective
shareholder approvals, obtaining consents, providing certified lists of
shareholders and delivery of certain due diligence and other corporate
documents.
A
copy of the Merger Agreement is filed
as Exhibit
10
to this current report
and
is incorporated by reference herein. The foregoing summary of the Merger
Agreement is qualified by the Merger Agreement in its entirety.
Exhibit 99
is a press release issued
by Paivis on February 5, 2008 regarding the parties’ execution of the Merger
Agreement and attached as Exhibit 10
is the Merger
Agreement.
Item
7.01 Regulation FD Disclosure.
The
information set forth under this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, except as shall be
expressly set forth by specific reference in any such filing. Attached hereto
as
Exhibit 99.1 is a Press Release issued by Paivis on February 5, 2008 regarding
the parties’ execution of the Merger Agreement.
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 thereunto
duly authorized.
