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) May 5, 2006
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The Jackson Rivers Company
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(Exact name of registrant as specified in its charter)
Florida 333-70932 65-1102865
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
550 Greens Parkway, Suite 230, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 615-4242
5520 Wellesly Street, Suite 109, La Mesa, California 91942
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(Former name or former address, if changed since last report.)
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):
[ ] 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.
See Item 2.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 5, 2006, The Jackson Rivers Company, a Florida corporation ("JRC"),
through its wholly-owned subsidiary, JKRI Acquisition Corp., a Texas corporation
("JKRI"), consummated its acquisition of UTSI International Corporation, a Texas
corporation ("UTSI"), pursuant to that certain Agreement and Plan of Merger,
dated May 5, 2006, by and among JRC, JKRI, UTSI, and each of the stockholders of
UTSI (the "Merger Agreement"). Pursuant to the Merger Agreement, UTSI merged
with and into JKRI, with JKRI as the surviving corporation, and each share of
UTSI common stock outstanding at the effective time of the merger was converted
into the right to receive .6953959 share of a JRC Series C Preferred Stock
(i.e., the 1,529,871 shares of common stock of UTSI outstanding are convertible
into an aggregate of 2,200,000 shares of Series C Preferred Stock of JRC).
Each share of Series C stock will initially be convertible, starting after
May 5, 2008, into that number of shares of The Jackson Rivers Company common
stock obtained by multiplying the number of shares to be converted by a
fraction, the numerator of which is $1.00 and the denominator equal to the
"market price" of The Jackson Rivers Company common stock at the time of
conversion. The conversion rate is subject to adjustment. See Item 5.03.
The terms of the Merger Agreement provide that certain events (Section 8)
shall constitute an Event of Default thereunder, which events shall give the
non-defaulting party the right to require all parties to the Merger Agreement to
take all actions required to unwind and effectively rescind the Merger.
This description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
In connection with the Merger Agreement described above, we issued an
aggregate of 2,200,000 shares of Series C Preferred Stock of JRC. We relied on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, for the offer and sale of the Series C Preferred Stock.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On May 5, 2006, in connection with the transaction described under
Item 2.01 above, pursuant to a resolution the Shareholders by written consent,
appointed Daniel W. Nagala as a Director. Mr. Nagala will also serve as the
Chairman of the Board, Chief Executive Officer and President of UTSI
International Corp., the wholly-owned subsidiary of JRC pursuant to the Merger
Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
On May 5, 2006, our Board of Directors approved an amendment to our
Articles of Incorporation (filed with the Florida Secretary of State on May 5,
2006) to provide for a new series of preferred stock, as permitted by our
Articles of Incorporation, such series of preferred stock being entitled "Series
C Preferred Stock". Our Articles of Incorporation provide for our Board of
Directors to fix the terms of preferred stock by resolution without the vote of
stockholders.
Each share of Series C stock will initially be convertible, starting May
5, 2008, into that number of shares of The Jackson Rivers Company common stock
obtained by multiplying the number of shares to be converted by a fraction, the
numerator of which is $1.00 and the denominator equal to the "market price" (as
defined in the Amendment) of The Jackson Rivers Company common stock at the time
of conversion. The conversion rate is subject to adjustment in certain
circumstances, as set forth in the amendment. The Series C Preferred Stock can
be redeemed at "market value" (as defined in the Amendment)and has a right to be
paid a liquidation preference at "market value" prior to any payments to the
Series A Preferred Stock and the common stockholders in a liquidation. The
Series C Preferred Stock is non-voting.
This description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, which is incorporated
herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a)(4) of Form 8-K, we will file such
financial statements by amendment as soon as possible, but not later than July
21, 2006.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b)(2) of Form 8-K, we will file such
financial statements by amendment as soon as possible, but not later than July
21, 2006.
(c) Exhibits.
Exhibit
Number Description
3.1 Articles of Amendment to the Articles of Incorporation
of The Jackson Rivers Company amending and restating the
terms of the Series C Preferred Stock, filed with the
Florida Secretary of State on May 5, 2006.
10.1 Agreement and Plan of Merger dated May 5, 2006, by and
among The Jackson Rivers Company, JKRI Acquisition
Corp., UTSI International Corporation, and the
stockholders of UTSI International Corporation.
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.
THE JACKSON RIVERS COMPANY
(Registrant)
Date: May __, 2006 By: /s/ Jeffrey W. Flannery
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Jeffrey W. Flannery, Chief Executive
Officer, Chief Financial Officer,
Treasurer and Secretary