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): October 20,
2008
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-49724
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91-2079553
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(State
Or Other
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(Commission
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(IRS
Employer
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Jurisdiction
Of
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File
Number)
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Identification
No.)
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Incorporation)
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14 Wall Street, Suite 1620,
New York, New York 10005
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800)
361-5540
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 (see General Instruction A.2. below):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Term
Sheet
On or
about October 20, 2008, Acies Corporation (the “Company,” “we,” and “us”)
entered into a non-binding Term Sheet with I-Toss Acquisition, Inc. a Delaware
corporation (“I-Toss”). Pursuant to the Term Sheet, upon the receipt
of certain approvals required to be obtained on the part of I-Toss, the Company
and I-Toss agreed to use their best efforts to draft and finalize a share
exchange agreement between the Company, I-Toss and its shareholders (the
“Exchange”), whereby I-Toss and its shareholders will exchange all of the then
outstanding shares of I-Toss for 44,340,000 post-Reverse Split (as described
below) shares of the Company’s common stock, which shares will be issued pro
rata to I-Toss’s shareholders and will represent not less than 98.46% of the
Company’s then fully-diluted outstanding shares of common stock. A
required term of the Exchange is the assumption by Acies of all the outstanding
warrants to purchase shares of common stock of I-Toss on similar terms as are
currently outstanding. Assuming the Exchange is consummated, I-Toss
will become a wholly-owned subsidiary of the Company.
Prior to
the parties affecting the Exchange, and the other transactions described below
(including the Reverse Split, the Name Change and the Spin Off, as described
below), I-Toss is required to acquire all of the outstanding securities of L.A.
Digital Post, Inc. (“LADP”) and Electronic Picture Solutions, Inc.
(“EPS”).
Following
the acquisition of LADP and EPS, and prior to the closing of the Exchange, the
Term Sheet contemplates the Company filing and distributing an Information
Statement with the Securities and Exchange Commission and receiving shareholder
approval for the consummation of the Exchange, approving a 1 for 100 reverse
stock split (the “Reverse Split”) with all shareholders owning less than 100
shares being rounded up to own 100 shares, approving a name change (the “Name
Change”) to a name to be determined by I-Toss, at its sole discretion, and
approving the Spin Off, described below. Pursuant to the Term Sheet, the cost
and expenses incurred by the Company in connection with the Information
Statement will be paid by I-Toss.
Assuming
the Exchange is consummated, the Term Sheet contemplates the Company,
immediately after the effective time of the Exchange and with the assistance of
I-Toss, effecting a spin-off (the “Spin Off”) of Acies, Inc., a Nevada
corporation and the Company’s wholly owned subsidiary, to a stand alone private
company solely owned by the Company’s current Chief Executive Officer and
Director, Oleg Firer. The Spin-Off will effectively spin off the
Company’s current operations as a payment services company (the “Acies
Operations”) and the Company’s sole business focus following the Spin Off will
be the operations of I-Toss. As consideration for the Company
agreeing to the Spin-Off, it is contemplated that Mr. Firer will cancel
5,000,000 pre-split shares of common stock of the Company that he currently
beneficially owns and Mr. Firer will assume the then outstanding amount of the
Company’s RBL Capital Group, LLC (“RBL”) loan facility. Further, it
is contemplated that the Company will agree to relinquish any and all rights to
ownership of the Acies Operations and any associated assets in consideration for
the Spin Off and the assumption by Acies, Inc., of the RBL loan
facility.
In
connection with the Exchange, it is contemplated that the Company’s current
officers and Directors will resign and new officers and Directors to be
determined by I-Toss and/or the former shareholders of I-Toss in their sole
discretion will be appointed.
The
Company and I-Toss agreed to use their best good faith efforts to execute a
definitive agreement to affect the Exchange and the related transactions
discussed above as soon as practicable after the transactions contemplated by
the Term Sheet have been approved by I-Toss’s shareholders. Pursuant to the Term
Sheet, I-Toss will be responsible for the payment of all legal, accounting and
other expenses incurred in connection with the Exchange and the other
related transactions discussed above.
Assuming
the Company and I-Toss agree on final terms for the Exchange and related
transactions and enter into a definitive agreement to consummate such
transactions, subject to shareholder approval, the Company will file another
current report on Form 8-K to include as an exhibit the definitive agreement and
the terms and conditions of such agreement.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On or
about October 23, 2008, Yakov Shimon resigned as Vice President of Technology
and Data Management of the Company (the “Resignation”). The
Resignation was effective as of October 23, 2008.
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.
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ACIES
CORPORATION
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By:
/s/ Oleg
Firer
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Name: Oleg
Firer
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Title:
Chief Executive Officer
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Date: October
28, 2008