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): October 28, 2004
InfoSonics Corporation
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(Exact name of registrant as specified in its charter)
Maryland 005-79915 33-0599368
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5880 Pacific Center Blvd.
San Diego, CA 92121
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (858) 373-1600
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Item 1.01 Entry into a Material Definitive Agreement.
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On October 28, 2004, the registrant, through its wholly owned subsidiary, Axcess
Mobile, LLC ("Axcess"), executed an Agreement for Purchase and Sale of Assets
(the "Agreement") with The Mobile Solution Corporation, a Delaware corporation
("TMS") by which the leases for six of the registrant's mall-based retail
locations were assigned to TMS. The assignment did not release the registrant
from future lease obligations with respect to these locations. The Agreement was
effective as of October 28, 2004.
Pursuant to the Agreement, TMS agreed to purchase from Axcess assets consisting
of kiosks and related trade fixtures and equipment together with all right,
title and interest held by Axcess under certain Tenancy Agreements with respect
to each of six kiosk locations in Westfield Shoppingtown Centers. TMS paid to
Axcess $150,000.00 upon the execution of the Agreement. Additionally, TMS agreed
to assume all of Axcess' obligations under Axcess' existing contracts with
respect to the security system and its monitoring, DSL, and telephone lines.
The Agreement includes both Buyer's and Seller's indemnification clauses in
which TMS and Axcess agree to indemnify and hold harmless the other party upon
the occurrence of certain events.
Item 2.01 Completion of Acquisition or Disposition of Assets.
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On October 28, 2004, the registrant, through its wholly owned subsidiary,
Axcess, entered into the agreement described under Item 1.01 above.
Item 8.01 Other Events
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On October 29, 2004, the registrant issued the press release attached hereto as
Exhibit 99.1.
Item 9.01(c) Exhibits.
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Exhibit
Number Exhibit Title
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10.1 Agreement for Purchase and Sale of Assets between Axcess and
TMS.
99.1 Press Release issued by registrant October 29, 2004.
SIGNATURE
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 hereunto duly authorized.
Date: November 3, 2004 INFOSONICS CORPORATION
By: /s/ Jeffrey Klausner
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Jeffrey Klausner
Chief Financial Officer