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): August 15,
2006
CARDINAL
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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1-15383
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91-2117796
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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11101
West 120th Avenue, Suite 400
Broomfield,
Colorado 80021
(Address
of Principal Executive Offices)
303-285-5379
(Issuer
Telephone number)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Form
8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant"
or the “Company”) from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Registrant's management as well as estimates and assumptions made by the
Registrant's management. When used in the Filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the negative
if
these terms and similar expressions as they relate to the Registrant or the
Registrant's management identify forward looking statements. Such statements
reflect the current view of the Registrant with respect to future events and
are
subject to risks, uncertainties, assumptions and other factors relating to
the
Registrant's industry, operations and results of operations and any businesses
that may be acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item
1.01. Entry
Into A Material Definitive Agreement.
As
the
Company reported in its Form 8K filing on February 22, 2006, the Company
previously entered into three agreements related to the assets of GalaVu
Entertainment Networks, Inc. ("GalaVu"),
specifically: (1) a Technology and Trademark License Agreement; (2) a Purchase
and Exchange Agreement; and (3) an Assignment Deed. Pursuant to these
agreements, the Company obtained certain rights to GalaVu's video on demand
system and purchased secured debt (the "Purchased Debt")
owed
by GalaVu and its parent, Entertainment Media & Telecoms Corporation Limited
("EMT").
The
Purchased Debt was and remained secured by, inter
alia,
all of
the assets of GalaVu (the “Pledged Assets”).
Pursuant
to the Purchase Agreement, it was agreed that, in the event that GalaVu’s parent
company, Entertainment Media & Telecoms Company Limited, a corporation
created and existing under the laws of Australia (“EMT”),
did
not regain trading status on the Australian Stock Exchange within one hundred
and twenty (120) days of the date of that agreement, the Pledged Assets would
be
transferred to the Company free and clear of all liens, claims, or encumbrances.
More
than
one hundred and twenty (120) days have passed since the signing of the Purchase
Agreement and EMT has not regained trading status on the Australian Stock
Exchange. At the direction of the Company's Board of Directors, the Company
has
notified EMT that it has elected to transfer the Pledged Assets as required
by
the Purchase Agreement.
Assignment
and Assumption Agreement
In
furtherance of the obligations set forth in the Purchase Agreement, on August
15, 2006, the Company (or "Assignee")
and
GalaVu (or "Assignor")
executed an "Assignment and Assumption Agreement" (the "Assignment").
Pursuant
to the Assignment, Assignor has assigned, conveyed, transferred and set over
to
Assignee all of Assignor's rights related to or connected with the Pledged
Assets. As Assignee, the Company retained the right to accept or reject the
assignment as to each of the assets. The determination of which assets to accept
or reject shall be exercised at the Company's sole and absolute discretion,
which discretion may be exercised by the Company at any time and from time
to
time for one hundred and eighty (180) days following the execution of the
Assignment. For any of GalaVu's contracts that are accepted by the Company,
the
Company has agreed to assume and to perform all of the GalaVu's obligations
under such contracts.
Finally,
Assignor and Assignee also agreed to execute such other documents and perform
such other acts as may be necessary or advisable to affect the intent of this
Assignment and the Purchase Agreement.
Item
9.01 Financial
Statements and Exhibits.
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10.1 |
Assignment
and Assumption Agreement between Cardinal Communications, Inc., and
GalaVu
Entertainment Networks, Inc., dated August 15,
2006.
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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.
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Cardinal
Communications, Inc.
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By: |
/s/ Edouard
A. Garneau |
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Chief
Executive Officer
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| Date:
August 21,
2006 |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Assignment
and Assumption Agreement between Cardinal Communications, Inc., and
GalaVu
Entertainment Networks, Inc., dated August 15, 2006.
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