Smart Move, Inc. - Current report filing (8-K)
02 Januar 2008 - 9:10PM
Edgar (US Regulatory)
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 28, 2007
SMART MOVE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32951
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54-2189769
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5990 Greenwood Plaza Blvd. #390
Greenwood Village, CO
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80111
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(720) 488-0204
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Not Applicable
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(Former name or former address if changed since last report.)
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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:
o
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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Section 8 – Other Events
Item 8.01 Other Events.
On
December 28, 2007 we entered into a letter of intent (the “Letter of
Intent”) with Star Relocation Alliance, Inc. (“Star
Alliance”), pursuant to which Star Alliance and we have outlined terms
for the proposed acquisition by Smart Move, Inc. of certain business assets of
Star Alliance which may include trademarks, trade names and operating assets
relating to Star Alliance’s co-branded and private label move management
programs offered to the real estate brokerage community, third party relocation
companies and HR departments of major corporations.
The transaction
contemplated by the Letter of Intent is subject to the fulfillment of certain
conditions precedent and the negotiation of definitive agreements.
If the transaction
is completed in accordance with the terms contained in the Letter of Intent, we
will commit to issue restricted shares of our Common Stock, par value $.0001
per share to Star Relocation Network Alliance, Inc. consisting of 80,000 fully
paid and non-assessable shares at the closing of the purchase; up to 100,000
shares of Common Stock issuable under a 3 year common stock purchase
warrant at an exercise price of $1.20; and potentially, an additional 20,000 to
45,000 shares of fully paid and non-assessable shares Common Stock as an
earnable purchase price component for such assets provided top line revenues
achieved in fiscal 2008 as a result of deploying the acquired assets are above
specified thresholds.
The Letter of
Intent requires that the definitive agreements necessary to consummate this
proposed transaction will be negotiated and executed and that the transaction
will be consummated prior to February 1, 2008.
A copy of the Letter of Intent is included as an exhibit hereto.
Item 9.01
Financial Statements and Exhibits.
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Exhibit
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Number
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Description
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99.1
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Letter of Intent dated December 28, 2007
between Smart Move, Inc. and Star Relocation Network Alliance, Inc.
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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.
Smart Move, Inc.
Date: January 2, 2008
By:
/s/ Edward Johnson
Chief Financial Officer
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