UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange
Act of 1934
Date of
Report (Date of earliest event reported): December 18, 2009 (December 14,
2009)
AMERICA’S
SUPPLIERS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-27012
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27-1445090
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(State
or other jurisdiction
of
incorporation
or
organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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7575
E. Redfield Rd.
Suite
201
Scottsdale,
AZ 85260
(Address
of principal executive offices) (Zip code)
480-922-8155
(Registrant’s
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Material
Agreements.
Scheme
Arrangement.
On
December 14, 2009, America’s Suppliers, Inc., a Delaware corporation (“ASI” or
the “Company”), became the holding company of Insignia Solutions plc, a public
limited company incorporated in England and Wales (“Insignia”), pursuant to a
scheme of arrangement under Section 897 of the UK Companies Act of 2006 that was
approved by the Insignia stockholders on November 30, 2009 and the High Court of
Justice in England and Wales on December 14, 2009 (the “Scheme of
Arrangement”). Pursuant to the Scheme of Arrangement, every ordinary
share, 1 pence par value per share, of Insignia (the “Ordinary Shares”) was
exchanged and cancelled at a ratio of ten Ordinary Shares for one share of
common stock, $.001 par value per share (the “Common Stock”), of ASI (the
“Exchange Ratio”). Insignia is now a wholly-owned subsidiary of
ASI. This Form 8-K is being filed by ASI to report, among other
items, the effect of the Scheme of Arrangement. Refer to Item 8.01 of
this Current Report on Form 8-K regarding ASI as the successor issuer to
Insignia under Rule 12g-3 under the Securities Exchange Act of 1934, as
amended.
Item 2.01 Complete Acquisition or
Disposition of Assets.
Please
see Item 8.01 Other Events.
Item 3.03 Material Modification to
Rights of Security Holders.
Please
see Item 8.01 Other Events.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
December 15, 2009, the Company’s board of directors appointed Hugo Domingos, age
36, as a member of the board of directors to fill the vacancy resulting from the
resignation of Filipe Sobral.
Hugo
Domingos is currently in charge of private equity investments at Amorim Holding,
a Portuguese investment company. He joined the Amorim Group of companies in
September 2008. From August, 2007 through to August 2008, Hugo worked at HSBC
Bank plc in London in the Advisory team, part the bank’s Global Banking and
Markets segment. HSBC Bank plc is a subsidiary of HSBC Holdings plc, the quoted
global financial services firm headquartered in London. In his role, Hugo
advised UK and European clients on acquisitions, divestitures and the issuance
of securities. Prior to that, from December 2004 to June 2006, Hugo worked in
the London office of CIBC World Markets, a subsidiary of Canadian Imperial Bank
of Commerce (CIBC). CIBC provides a range of financial products and services in
Canada and internationally, including investment banking. At CIBC World Markets,
Hugo focused on advising UK and European private equity funds on acquisitions
and divestitures. Hugo Domingos received a Master in Finance from Ecole des
Hautes Etudes Commerciales (HEC) in Paris in 1998 and a Master in Economics
(Cum Laude) from
Université Catholique de Louvain (Belgium) in 1997. Hugo holds a B.A. in
Economics (Magna Cum
Laude) from Université Catholique de Louvain.
Item 8.01 Other
Events.
Registration of Securities
under 12g-3 under the Securities Exchange Act of 1934, as
amended
On
December 14, 2009, ASI became the holding company of Insignia pursuant to the
Scheme of Arrangement in which each Ordinary Share of Insignia was exchanged and
cancelled for shares of common stock of ASI at a ratio of 10 ordinary shares for
1 share of ASI. The common stock issued in the Scheme of Arrangement
was not registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon the exemption from registration set forth in Section
3(a)(10) of the Securities Act. The Scheme of Arrangement did not
involve any payment for the ordinary shares, except for cancellation fees paid
to the Bank of New York Mellon related to American Depositary
Shares. A copy of the press release announcing the court approval of
the Scheme of Arrangement is attached as Exhibit 99.1 to this Current Report on
Form 8-K. In connection with the Scheme of Arrangement, ASI assumed
the outstanding options (after giving effect to the Exchange Ratio) granted
under the Insignia 1995 Incentive Stock Option Plan for US Employees and 2009
Long Term Incentive Compensation Plan. Further, ASI assumed the outstanding
warrants (after giving effect to the Exchange Ratio) granted to various
individuals and entities.
This Form
8-K is being filed by ASI as the initial report of ASI to the Securities and
Exchange Commission (the “SEC”) and as notice that ASI is the successor issuer
to Insignia under Rule 12g-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). As a result, the Common Stock is deemed
to be registered under Section 12(g) of the Exchange Act. The Common Stock has
been approved for listing on the Over-the-Counter Bulletin Board (“OTCBB”) and
will trade under the ticker symbol “AASL” beginning on December 15,
2009.
Prior to
the Scheme of Arrangement, the Ordinary Shares were registered pursuant to
Section 12(g) of the Exchange Act. American Depositary Shares
representing the Ordinary Shares of Insignia (the “ADS”) were listed on the
pinksheets. Insignia has delisted the ADSs from quotation and trading
and has terminated the registration under the Exchange Act of the Ordinary
Shares and ADSs. The Company has the same board of directors, management and SEC
and other corporate governance arrangements as Insignia had prior to the
effectiveness of the Scheme of Arrangement.
Description of Capital
Stock
The
following summary of provisions of ASI’s capital stock, certificate of
incorporation and by-laws is not intended to be complete. The
certificate of incorporation and by-laws of ASI is hereby incorporated by
reference to the Definitive Proxy Statement on Schedule 14A, filed December 10,
2009 with the SEC.
ASI’s
authorized capital consists of 50,000,000 shares of common stock, par value
$.001 per share, and 1,000,000 shares of preferred stock, $.001 per
share.
Common
Stock
Under
ASI’s certificate of incorporation, holders of Common Stock are entitled to one
vote for each share held on all matters submitted to a vote of stockholders and
do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of Common Stock entitled to vote in any election of
directors may elect all of the directors standing for election. Holders of
Common Stock are entitled to receive proportionately any dividends as may be
declared by ASI’s board of directors, subject to any preferential dividend or
other rights of outstanding preferred stock. Upon ASI’s dissolution
or liquidation, the holders of the Common Stock are entitled to receive
proportionately ASI’s net assets available after the payment of all debts and
other liabilities and subject to the preferential or other rights of any
outstanding preferred stock. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. ASI’s
outstanding shares of Common Stock are fully paid and
nonassessable. There are no redemption or sinking fund provisions
applicable to the Common Stock. The rights, preferences and
privileges of the holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of any shares of any series of preferred
stock that ASI may designate in the future.
Preferred
Stock
ASI’s
board of directors has the authority, without further action by the
stockholders, to issue up to 1,000,000 shares of preferred stock in one or more
series and to fix the designations, powers, preferences and privileges of the
preferred stock, including dividend rights, conversion rights, voting rights,
terms of redemption, liquidation preference, sinking fund terms and number of
shares constituting any series or the designation of any series. The
board of directors, without approval of the holders of Common Stock, can issue
preferred stock with voting, conversion or other rights that could adversely
affect the voting power and other rights of the holders of Common
Stock. Preferred stock could thus be issued quickly with terms
calculated to delay or prevent a change in control of management or to make
removal of management more difficult and/or impair the liquidation rights of the
Common Stock. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of the Common Stock.
Changes in the Rights of
Stockholders
Certain provisions of ASI’s
certificate of incorporation and bylaws; Delaware anti-takeover
law.
Certain
provisions of Delaware law and ASI’s certificate of incorporation and bylaws
could make more difficult the acquisition of ASI by means of a tender offer, a
proxy contest or otherwise, as well as the removal of incumbent officers and
directors. Under Delaware law, directors generally have a duty to act without
self-interest, on an informed basis, in good faith, and in a manner they
reasonably believe to be in the best interests of the stockholders.
Nevertheless, a Delaware court will generally apply a policy of judicial
deference to a board of directors’ decisions to adopt anti-takeover measures in
the face of a potential takeover where the directors are able to show
that:
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they
had reasonable grounds for believing that there was a danger to corporate
policy and effectiveness from an acquisition proposal;
and
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the
board of directors action taken was neither preclusive nor coercive and
was reasonable in relation to the threat
posed.
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Voting. The
holders of Common Stock are entitled to one vote for each share held as of the
relevant record date on all matters submitted to a vote of ASI stockholders. To
determine the ASI stockholders entitled to vote at any meeting of stockholders,
ASI’s Board of Directors may fix, in advance, a record date. The record date
cannot precede the date upon which the resolution fixing the record date is
adopted and it cannot be more than 60 nor less than 10 calendar days before
the date of such meeting. In all matters, other than the election of directors
and except as otherwise required by law, the affirmative vote of the majority of
shares present or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the ASI stockholders. Directors shall be
elected by a majority of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. No ASI stockholder will be permitted to cumulate votes at any
election of directors.
Each ASI
stockholder entitled to vote at a meeting of ASI stockholders may authorize
another person or persons to act for him, her or it by a written proxy, signed
by the stockholder and filed with the secretary of ASI, but no such proxy shall
be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. An ASI stockholder may authorize another
person to act for him, her or it as proxy in the manner(s) provided under
Section 212(c) of the General Corporate Law of Delaware or as otherwise
provided under Delaware law.
Stockholder
Written Consent. Under Delaware
law, unless otherwise provided in the certificate of incorporation, stockholders
may take any action which may be taken at a stockholder's meeting without a
meeting if the action is consented to in writing by stockholders holding not
less than the number of votes that would be required to authorize or take that
action at a meeting at which all stockholders were present and
voted.
Stockholder
Meetings. ASI's annual meeting of stockholders will be held
each year on a date and at a time designated by ASI’s Board of
Directors. These annual meetings will be held at any place designated
by the ASI Board. In the absence of any such designation, Stockholders' meetings
will be held at the principal executive office of ASI. Special
meetings of stockholders may be called by the ASI board or by ASI's Chief
Executive Officer and shall be convened by the chief executive officer, the
president or the secretary of ASI upon the written request of the majority of
the directors or upon the written request of the holders of at least 50%. of all
the outstanding shares entitles to vote on the action to be taken. Stockholders
have no authority to call a special meeting. Only such business shall be
considered at a special meeting of stockholders as shall have been stated in the
notice for such meeting. Subject to the rights of the holders of preferred
shares or any other class of shares or series having a preference over the
Common Stock with regards to dividends or upon liquidation, any action required
or permitted to be taken by the stockholders may be effected at a duly called
annual or special meeting and may be effected by any consent in writing by such
holders.
All
notices of meetings of ASI stockholders shall be in writing, and must be sent or
otherwise given in accordance ASI’s bylaws not less than 10 nor more than 60
calendar days before the date of the meeting to each stockholder entitled to
vote at such meeting.
At annual
meetings, directors will be elected and any other proper business may be
transacted. The holders of one-third of the Common Stock issued and outstanding
and entitled to vote at the meeting, present in person or represented by proxy,
will constitute a quorum at all meetings of the stockholders for the transaction
of business, except as otherwise provided by statute or ASI’s certificate of
incorporation.
Amendment
to Articles and Bylaws. Under Delaware
law, unless the certificate of incorporation requires a greater vote, an
amendment to the certificate of incorporation requires (i) the approval and
recommendation of the board of directors, (ii) the affirmative vote of a
majority of the outstanding stock entitled to vote on the amendment, and
(iii) the affirmative vote of a majority of the outstanding stock of each
class entitled to vote on the amendment as a class.
Under
Delaware law, stockholders have the power to adopt, amend or repeal bylaws by
the affirmative vote of a majority of the outstanding shares entitled to vote at
a meeting of stockholders unless the certificate of incorporation or the bylaws
specify another percentage. Neither ASI's certificate of incorporation nor
bylaws specify another percentage.
Under
Delaware law, if provided by the certificate of incorporation, the board of
directors has the power to adopt, amend or repeal the bylaws of a
company. ASI's certificate of incorporation authorizes its board to
adopt, amend or repeal ASI's bylaws.
Modification
to Rights of Stockholders. Under Delaware law, any change to the rights
of holders of Common Stock or any class of preferred stock would require an
amendment to ASI's certificate of incorporation. Holders of shares of a class
are entitled to vote as a class upon a proposed amendment to the certificate of
incorporation if the amendment will (i) increase or decrease the authorised
number of shares of the class, (ii) increase or decrease the par value of
the shares of the class or (iii) alter or change the powers, preferences or
special rights of the shares of the class so as to affect them
adversely. If any proposed amendment would alter or change the
powers, preferences or special rights of one or more series of any class so as
to affect them adversely, but shall not affect the entire class, then only the
shares of the series so affected by the amendment shall be considered a separate
class for the purposes of an amendment.
Classification
of Board of Directors. Delaware law permits the certificate of
incorporation or a stockholder-adopted bylaw to provide that directors be
divided into one, two or three classes, with the term of office of one class of
directors to expire each year. ASI's bylaws provide that, subject to the rights
of any series of preferred stock to elect directors, the ASI board will be not
less than one nor more than nine, which such number may be fixed by the ASI
board from time to time. The provision of ASI's bylaws relating to the
classification of ASI's board may be amended or repealed by the affirmative vote
of the holders of at least a majority in voting power of the issued and
outstanding stock entitled to vote.
Removal
and Vacancies. Delaware law provides that a director may be removed with
or without cause by the holders of a majority in voting power of the issued and
outstanding stock entitled to vote, except that (i) members of a classified
board of directors may be removed only for cause, unless the certificate of
incorporation provides otherwise, and (2) in the case of a corporation
having cumulative voting, directors may not be removed in certain situations
without satisfying certain stockholder approval requirements. Under ASI's
certificate of incorporation, subject to the rights of holders of any series of
preferred stock, members of the ASI Board of Directors may be removed with or
without cause by the affirmative vote of the holders of at least a majority in
voting power of the issued and outstanding stock entitled to vote.
ASI's
bylaws provide that any vacancies or newly created directorships on its board
may be filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director. When the ASI board fills a vacancy, the
director chosen to fill that vacancy will be of the same class as the director
he or she succeeds and will hold office until such director’s successor would
have been elected and will qualify or until such director resigns or is removed.
No reduction of the authorized number of directors will have the effect of
removing any director prior to the expiration of such director’s term of
office.
Director
and Officer Liability. Delaware law
permits a corporation’s certificate of incorporation to include a provision
granting to a corporation the power to exempt a director from personal liability
to the corporation and its stockholders for monetary damages arising from a
breach of fiduciary duty as a director. However, no provision can limit the
liability of a director for:
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any
breach of his duty of loyalty to the corporation or its
stockholders;
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acts
or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law;
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intentional
or negligent payment of unlawful dividends or stock purchases or
redemptions; or
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any
transaction from which he derives an improper personal
benefit.
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ASI's
certificate of incorporation provides that a director of ASI will not be
personally liable to ASI or its stockholders for monetary damages for breach of
fiduciary duty as a director subject to the limitations set forth above.
Indemnification. Delaware
law generally provides that a corporation may indemnify any officer, director,
employee or agent who is made a party to any third party suit or proceeding on
account of being a director, officer, employee or agent of the corporation
against expenses, including attorneys’ fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action if the officer, director, employee or agent:
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acted
in good faith and in a manner he reasonably believed to be in and not
opposed to the best interests of the
corporation;
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in
a criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
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ASI's
certificate of incorporation provides that ASI will indemnify its current and
former directors and officers to the fullest extent permitted by
law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Certificate
of Incorporation of America’s Suppliers, Inc.*
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3.2
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By-Laws
of America’s Suppliers,
Inc.*
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* Incorporated by reference to the
corresponding exhibit of the same number filed with the Definitive Proxy
Statement filed on December 10, 2009 with the SEC.
SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
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AMERICA’S
SUPPLIERS, INC.
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Dated: December
18, 2009
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By:
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/s/ Peter Engel
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Name: Peter
Engel
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Title:
Chief Executive Officer, President &
Chairman
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