Yahoo! Finance Search - Finance Home - Yahoo! - Help
EDGAR
Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
NIV > SEC Filings for NIV > Form 8-K on 28-Jan-2010All Recent SEC Filings

Show all filings for NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.


28-Jan-2010

Entry into a Material Definitive Agreement, Completion o


Item 1.01 Entry into a Material Definitive Agreement.

The information in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 22, 2010, NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (the "Company"), through NIVS Holding Company Limited, a British Virgin Islands corporation and wholly-owned subsidiary of NIVS ("NIVS BVI"), acquired all of the issued and outstanding equity interests (the "Dongri Shares") in the capital of Huizhou Dongri Digital Co. Ltd., a company incorporated in the People's Republic of China ("Dongri") pursuant to a Stock Purchase Agreement (the "Agreement") dated January 19, 2010 entered into by and among East Best Industrial Limited, a British Virgin Islands corporation (the "Shareholder"), Hui Xi Li, the principal of the Shareholder (the "Shareholder Principal") and NIVS BVI (the "Dongri Acquisition"). The Shareholder owns 100% of the Dongri Shares.

Pursuant to the terms of the Agreement, the Shareholder agreed to sell and transfer the Dongri Shares to NIVS BVI. Dongri is engaged in the business of research, development, manufacture and distribution mobile phones and related components. NIVS BVI agreed to pay up to US$23 million (the "Aggregate Purchase Price") to the Shareholder for the Dongri Shares and consisted of (i) US$13 million paid within 30 days after closing of the Agreement and (ii) up to an additional US$10 million payable at future dates, contingent on certain performance metrics of Dongri being met, as described below, for the first half, third quarter, and fourth quarter of 2010.

If Dongri's after-tax income for the first half of 2010, January 1 - June 30, 2010, exceeds RMB13 million (US$1.91 million), then an additional US$3 million will be paid to the Shareholder. If Dongri's after-tax income for the first half of 2010 is between RMB6.5 million (US$955,000) and RMB13 million (US$1.91 million), then a pro-rata amount of US$3 million shall be payable to the Shareholder based on the amount that the after-tax income exceeds RMB6.5 million (US$955,000) divided by RMB6.5 million (US$955,000). If Dongri's after-tax income for the first half of 2010 is less than RMB6.5 million (US$955,000) then no additional funds will be paid to the Shareholder for the period.

If Dongri's after-tax income for the third quarter of 2010, July 1 - September 30, 2010, exceeds RMB7 million (US$1.03 million) then US$3 million shall be payable to the Shareholder. If Dongri's after-tax income for the third quarter of 2010 is between RMB3.5 million (US$514,000) and RMB7 million (US$1.03 million) then a pro-rata amount of US$3 million shall be payable to the Shareholder, where such pro-rata amount shall be calculated based on the amount that the after-tax income exceeds RMB3.5 million (US$514,000) divided by RMB3.5 million (US$514,000). If Dongri's after-tax revenue for the third quarter of 2010 is less than RMB3.5 million (US$514,000) then no additional funds will be paid to the Shareholder for the period.

If Dongri's after-tax income for the fourth quarter of 2010, October 1 - December 31, 2010 exceeds RMB8 million (US$1.18 million) then US$4 million shall be payable to the Shareholder. If Dongri's after-tax income for the fourth quarter of 2010 is between RMB4 million (US$590,000) and RMB8 million (US$1.18 million) then a pro-rata amount of US$4 million shall be payable to the Shareholder, where such pro-rata amount shall be calculated based on the amount that the after-tax income exceeds RMB4 million (US$590,000) divided by RMB4 million (US$590,000). If Dongri's after-tax income for the fourth quarter of 2010 is less than RMB4 million (US$590,000), then no additional funds will be paid to the Shareholder for the period.

Pursuant to the terms of the Agreement, all dollar figures used to calculate additional payments, if any, owed to the Shareholder will be calculated in accordance with U.S. GAAP, as determined by the Company and confirmed by the Company's independent auditor. Additional payments owed to the Shareholder, if any, will be made no later than the 30th day following the completion of the Company's filing of the related financial statements with the U.S. Securities and Exchange Commission.


The Agreement included customary covenants, representations and warranties by the parties, including, among others, representations by the Shareholder regarding ownership of the Dongri Shares. The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                  Description
10.1      Stock Purchase Agreement dated January 19, 2010, entered into by and
          among East Best Industrial Limited, Hui Xi Li and NIVS BVI

21.1      List of Subsidiaries.


  Add NIV to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for NIV - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2010 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.