Item 1.01. Entry into a Material Definitive Agreement.
On July 7, 2008, we and two of our wholly owned subsidiaries, Syntax Groups Corporation and Syntax-Brillian SPE, Inc., entered into an asset purchase agreement with Olevia International Group, LLC, an affiliate of TCV Group, one of our original partners for industrial and mechanical design and a current provider of plastic injection molded parts for our Olevia-branded high-definition LCD televisions. Under the terms of the asset purchase agreement, Olevia International Group, LLC will assume $60.0 million of our secured debt in exchange for the purchased assets. The asset purchase agreement is subject to the approval of the United States Bankruptcy Court for the District of Delaware in connection with the filing of our voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code as more fully described in Item 1.03 of this Current Report on Form 8-K.
The description of the material terms of the asset purchase agreement, attached hereto as Exhibit 10.85 and incorporated herein by reference as if set forth in full, does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 1.03. Bankruptcy or Receivership.
On July 8, 2008, we and two of our wholly owned subsidiaries, Syntax Groups Corporation and Syntax-Brillian SPE, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. We will continue to operate our business and manage our properties as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.
A copy of the press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
Effective June 30, 2008, Vincent F. Sollitto, Jr., James Ching Hua Li, Bruce Berkoff, David Chavoustie, Yasushi Chikagami, and Max Fang resigned as directors of our Company.