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):
|
|
February
25, 2008
|
TWL
Corporation
__________________________________________
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
Nevada
|
|
0-8924
|
|
73-0981865
|
| |
|
|
|
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
|
|
4101
International Parkway
Carrollton,
Texas
|
|
|
|
75007
|
|
|
|
|
|
|
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
|
(972)
309-4000
|
Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
Copies
to:
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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:
|
¨
|
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))
|
Item
1.01 Entry into a Material Definitive Agreement.
On
February 25, 2008, the Company entered into a new executive employment agreement
(the “Agreement”) with Daniel Hammett to serve as the Company’s President of
Divergent Entertainment, Inc. (“DEI”), which was acquired by the Company and
will be run as a group of the Company (the “Global Platform Group”), see Item
2.01 below. Pursuant to the terms of the Agreement, the Company will
employ Mr. Hammett for a period of four (4) years. The base salary
under the Agreement is Two Hundred Fifty Thousand Dollars ($250,000.00) annually
to be paid in accordance with the Company’s standard payroll
practices. As additional compensation, Mr. Hammett shall receive an
annual bonus for each of the first three (3) years of employment with the
Company equal to twenty-five percent (25%) of the Platform Group Pre-Tax Profit,
as defined in the Agreement, generated by the Platform Group of the Company in
each such year, calculated on a fiscal year basis.
During
the term of his employment and for a period thereafter, Mr. Hammett will be
subject to confidentiality, non-competition and non-solicitation
provisions.
Item
2.01 - Completion of Acquisition or Disposition of Assets
On
February 25, 2008, the Company entered into an Agreement and Plan of Merger (the
“Merger Agreement”), through which TWL Knowledge Group, Inc., a wholly-owned
subsidiary of the Company (the “Company Subsidiary”), acquired a 100% interest
in DEI (the “Merger”). Upon the terms and conditions set forth in the
Merger Agreement, DEI was merged with and into the Company Subsidiary and the
separate corporate existence of DEI ceased. The Company Subsidiary,
as the surviving corporation under the Merger Agreement, shall continue its
existence under the laws of the State of Delaware and shall succeed to and
assume the rights, obligations, properties, rights, privileges, powers and
franchises of DEI.
Pursuant
to the Merger Agreement all 80,000 shares of common stock of DEI, $0.01 par
value per share, issued and outstanding immediately prior to the closing of the
Merger were, by virtue of the Merger, converted, into 2,000,000 shares of the
common stock, $0.001 par value per share, of the Company. All shares
of DEI’s common stock have been cancelled and cease to exist. Daniel
Hammett, the sole stockholder of DEI, received the 2,000,000 shares of the
common stock of the Company. Mr. Hammett also received $1,000,000.00
as compensation for entering into the Merger Agreement, to be paid over a period
of four (4) years in quarterly installments in accordance with the provisions of
the Merger Agreement.
The
Merger of DEI into Company Subsidiary will provide the Company with both a new
product (first product release is anticipated to be in May 2008) as well as an
important new delivery platform that is anticipated to augment the Company’s
current online LMS, satellite television, and media (DVD, VHS) distribution
technologies.
The new
delivery platform is an advanced PC-based simulation software application,
specifically designed to deliver professional quality and performance in skills
training, practice and testing, in a quasi-virtual reality environment, at a
reasonable price.
The
Company’s initial product to be launched using this cutting-edge technology is
planned to be Firefighter:
Everybody Goes Home™. This PC-based simulation
product will simulate drills and real-life firefighting
scenarios. The Company anticipates that such training in a safe,
PC-based environment will not only augment firefighters’ live training
exercises, but will also reduce live training time, expense and
injury. The Company anticipates that Firefighter:
Everybody Goes Home will be a valuable complement to its current
firefighter training products offered through the Company’s
FETN: Fire & Emergency Training Network.
In
addition to this initial soon-to-be-released product, the Company is currently
planning to develop and release subsequent PC-based simulation products using
this new delivery platform for additional markets and to enhance the Company’s
other brand offerings.
This new
Global Platform Group, headed on a full-time basis by Danny Hammett, will play a
significant part in the Company’s planned expansion of technology and
markets.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
February 25, 2008, the board of directors of the Company appointed Daniel
Hammett as a director of the Company. There are no understandings or
arrangements between Mr. Hammett and any other person pursuant to which Mr.
Hammett was selected as a director. Mr. Hammett presently does not serve on any
Company committee. Mr. Hammett may be appointed to serve as a member of a
committee in the future, although there are no plans to appoint him to a
committee as of the date hereof. Mr. Hammett does not have any family
relationship with any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer.
Danny Hammett has had a long and
successful career in the gaming/simulation software
industry. Starting as a competitive motorcycle-racer and becoming a
Top 20 AMA Outdoor National
Competitor and Top Ten
World Gran Prix Racer, he eventually became a Technical Consultant and
navigated a career change that has projected him to a CEO level, where he became
an important decision maker of the second largest gaming/simulation software
publishing company in the world.
In a number of earlier executive
management positions, Mr. Hammett has contributed
his talents to the growth and profitability of Lasersoft Corporation, Caere
Corporation, and
Insight Marketing. Mr. Hammett eventually joined Activision after its
acquisition of Head Games
Publishing (he was Founder, President and CEO) in June
1998. He served as President of Activision Value and Executive Vice
President of Activision until
2003. At that time Activision was a worldwide electronic sports and
outdoor leisure action games/simulation entertainment publisher and producer
generating over $800-million plus in revenues with $1.6-billion-dollar market
cap. At Activision Danny managed a $695-million-dollar global
publishing operation with 3 operating divisions, and 25-person management team
overseeing 6 worldwide offices. Among other accomplishments he
restructured international publishing organization and generated a profit of
over $3.5 million for the 2001 fiscal year, and delivered a 25% revenue
increase. In addition he led the Value Software Division to
increased revenue and profitability and produced $128 million in gross revenue
with a 23% increase, and $6.7 million in net operating income, a 19%
increase.
Danny earned his Bachelor’s
Degree at California Polytechnic University, in San Luis Obispo, pioneered, developed,
marketed, and presold Headgames products, and drove
the company to $3.5 million in sales before its inception or business
launch.
After leaving Activision, and the
expiration of his non-compete, Danny joined Vivendi Universal Games as Executive
Vice President where he created the Value/Casual Games Division managing all
console, PC, and online product management, acquisitions, budgeting, and legal
affairs. He was also responsible for internal as well as third Party
Partner Publishing relationships and product evaluation. In 2005 he
was responsible for revenue of $172MM and developer advances
$41MM. He departed Vivendi in 2006 to found Divergent Entertainment,
Inc.
Item
9.01 - Financial Statements and Exhibits
|
|
(a)
|
Financial Statements of
Businesses Acquired
|
Financial
statements for the property acquired and noted in Item 2.01 herein are not
available at this time and will be filed by amendment as soon as practicable,
but not later than May 6, 2008.
|
|
(b)
|
Pro Forma Financial
Information
|
Pro forma
financial information of the Company reflecting the property acquired and noted
in Item 2.01 herein is not available at this time and will be filed by amendment
as soon as practicable, but not later than May 6, 2008.
|
|
(c)
|
Shell Company
Transactions
|
Not
applicable
(d)
Index of Exhibits.
|
Exhibit
Number
|
|
Description
|
|
|
|
Executive
Employment Agreement, dated February 25, 2008, by and between TWL
Knowledge Group, Inc. and Daniel Hammett.
|
|
|
|
|
|
|
|
Agreement
and Plan of Merger, dated February 25, 2008, by and between TWL
Corporation, TWL Knowledge Group, Inc., Divergent Entertainment, Inc., and
Daniel Hammett.
|
SIGNATURES
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.
|
|
|
TWL
Corporation
|
|
|
|
|
|
|
|
March
3, 2008
|
|
By:
|
|
/s/ Dennis J. Cagan
|
|
|
|
|
|
Name:
Dennis J. Cagan
|
|
|
|
|
|
Title:
Chief Executive Officer and
President
|