EXPLANATORY
NOTE
This
Amendment on Form 8-K/A (the "Form 8-K/A") is being filed by the Company to
reflect the signature on the signature page. No other changes have been
made to the Initial Filing.
Item
1.01. Entry into a Material Definitive
Agreement
On August 17, 2007, we entered into an
investment agreement (the "Agreement") with Hunchun BaoLi Communication Co. Ltd.
("BAOLI"). On August 22, 2007, we filed with the Securities and
Exchange Commission a Form 8-K disclosing our entry into the
Agreement. On November 9, 2007, we and BAOLI entered into an
amendment (the “First Amendment”) to the Agreement. On November 15,
2007, we filed with the Securities and Exchange Commission a Form 8-K disclosing
our entry into the First Amendment. On January 8, 2008, we and BAOLI entered
into a second amendment (the “Second Amendment”) to the Agreement.
As previously described, subject to the terms
and conditions of the Agreement, BAOLI originally agreed to pay $15.0
million to purchase 9,216,590 shares of our common stock. Under the
First Amendment, we changed the securities to be purchased to (a) 2,148,296
shares of our common stock and (b) 706,829 shares of a newly created class of
our Series A Preferred Stock (convertible into 7,068,290 share of our common
stock). Under the Second Amendment, we again changed the
securities to be purchased to (a) 3,101,360 shares of our common stock and (b)
611,523 shares of a newly created class of our Series A Preferred Stock
(convertible into 6,115,230 shares of our common stock). Assuming
full conversion of the Series A Preferred Stock, the 9,216,590 common stock
equivalents potentially issuable was not changed by either the First Amendment
or the Second Amendment. The terms of the Preferred Stock were also
not changed by the Second Amendment.
In addition, because of the need for certain
currency approvals, the time for payment of balance of the Purchase Price was
extended until January 21, 2008. BAOLI has increased its deposit to
$6,000,000, which the Agreement states will be forfeited if the balance of the
purchase price is not received by the deadline.
We continue to intend to use the proceeds of
this investment for general working capital purposes.
Item 3.02. Unregistered Sales of
Equity Securities
As described above, assuming full payment of
the purchase price of $15.0 million, we agreed to issue to BAOLI (a) 3,101,360
shares of our common stock and (b) 611,523 shares of a newly created class of
our Series A Preferred Stock (convertible into 6,115,230 shares of our common
stock). No underwriting discounts or commissions have been or will be
paid in connection with the sale of the shares of common stock or the Series A
Preferred Stock.
We will issue the shares of our common stock
and our Series A Preferred Stock in reliance on the exemption from the
registration requirements provided by Section 4(2) of the Securities Act of
1933.
Item 3.03. Material Modification to
Rights of Security Holders
Upon issuance of the Series A Preferred Stock,
our ability to declare or pay dividends on shares of our common stock will be
subject to the requirement that we pay an equivalent dividend on each
outstanding share of Series A Preferred Stock (on an as converted
basis). This restriction is set forth in the Certificate of
Designations establishing the terms of the Series A Preferred Stock, a copy of
which is attached as Exhibit 3.1 to our Report on Form 8-K filed November 15,
2007 and is incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits
(c)
Exhibits
None