CORNERWORLD CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2013, Woodland Wireless Solutions, Ltd. ("WWS"), a wholly owned
subsidiary of Woodland Holdings Corporation ("Woodland"), a wholly owned
subsidiary of CornerWorld Corporation (the "Company"), sold 100% of the
outstanding membership interests of S Squared LLC DBA Ranger Wireless Solutions,
LLC "(Ranger") pursuant to a Membership Interests Purchase Agreement between the
Company, WWS and Ranger Wireless Holdings, LLC ("RWH") (the "MIPA"). Ranger® is
a shortcode application service provider to the wireless industry whose core
service offered is 611 Roaming Service™, a patented application providing
seamless means for connecting wireless subscribers to reach their home
provider's customer service call center while roaming on another provider's
Ranger was sold to RWH, an unrelated third party holding company formed for the
purpose of acquiring Ranger, for $7.5 million in cash plus, potentially, an
additional $800,000 payable in cash upon the execution of a certain contract.
In addition, WWS signed a royalty contract enabling WWS to participate in
revenues resulting from Ranger's acquisition of certain business in the future.
The previous description of the MIPA does not purport to be a complete
statement of the parties' rights and obligations under that agreement and the
transactions contemplated thereby. The above description is qualified in its
entirety by reference to the MIPA, a copy of which is filed as Exhibit 10.1
RWH, as the acquirer of Ranger, had no previous association with any of the
Company's directors or officers. With the sale of Ranger, the Company was able
to payoff substantially all of its secured creditors while simultaneously
substantially improving its ratio of current assets to current liabilities.
Please see exhibit 10.2, attached herewith, for pro-forma financial information
reflecting what the Company's balance sheet and statement of operations would
have looked like had the sale of Ranger taken place on July 31, 2013.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 30, 2013, the Company sold Ranger to RWH, an unrelated third party.
The information under Item 1.01 above is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
In conjunction with the disposition of Ranger, the Company also made several
adjustments to the composition and compensation of its executive team. On
September 30, 2013, the Company amended its employment agreement with Scott N.
Beck, the Company's Chief Executive Officer ("Beck Amendment No. 4"). The Beck
Amendment modified Mr. Beck's employment agreement, originally dated July 28,
2011, to set his annual base salary to $250,000 per year, until further notice,
and to remove in its entirety, his annual equity grant. A copy of Beck Amendment
No. 4 is attached hereto as Exhibit 10.3 and incorporated by reference herein.
In addition, the Company did not renew the contract of Marc A. Pickren as its
President; Mr. Pickren's contract expired on September 15, 2013. Mr. Pickren
currently remains employed with the Company but the Company has eliminated the
position of President.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
10.1 Membership Interests Purchase Agreement by and among Woodland
Wireless Solutions, LTD., CornerWorld Corporation and Ranger
Wireless Holdings, LLC for 100% of the Issued and Outstanding
Membership Interests of S Squared, L.L.C. dated as of
September 30, 2013.
10.2 Pro-Forma balance sheet as of July 31, 2013 and pro-forma
statement of operations for the three month period ended July
10.3 Amendment No. 4 to the Employment Agreement dated as of July
28, 2011 between CornerWorld Corporation and Scott Beck.
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