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| DOMK.OB > SEC Filings for DOMK.OB > Form 8-K on 7-Aug-2008 | All Recent SEC Filings |
7-Aug-2008
Entry into a Material Definitive Agreement, Regulation FD Disclosure, F
On July 24, 2008, we executed an asset purchase agreement (the "Agreement") with TotalMed Systems, Inc., a Florida corporation ("TotalMed"), whereby pursuant to the terms and conditions of that Agreement, we completed the purchase of certain assets. The Closing of the transaction occurred on August 6, 2008 (the "Closing").
As consideration for the certain assets of TotalMed, we agreed to pay TotalMed issued and outstanding shares of our common stock that will have the aggregate value of six million Dollars ($6,000,000), determined by dividing the average closing price for the 5 days prior to the Closing ($2.34), which sum may be reduced based on contingencies described in the Agreement.
The securities, when issued, will be in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Rule 506 promulgated
under the Securities Act of 1933, as amended (the "Securities Act") and in
Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of
Regulation D.
A copy of the press release describing the transaction referenced herein is furnished as Exhibit 99.1 to this Current Report filed on Form 8-K and is incorporated herein by reference.
(a) Financial statements of business acquired.
The financial statements required by this Item 9(a) will be filed by amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K. (b) Pro Forma financial information
The pro forma financial information required by this Item 7(b) will be filed by amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K.
(d) Exhibits
10.1 Asset Purchase Agreement by and between Domark International, Inc., and TotalMed Systems, Inc., dated July 24, 2008.
99.1 Press release dated July 29, 2008.
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