Form 8-K for PLANETLINK COMMUNICATIONS INC
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5-Dec-2007
Completion of Acquisition or Disposition of Assets, Change in Direc
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 27, 2007, Planetlink Communications, Inc. (the "Registrant") closed a Stock Purchase Agreement with Planettraks Inc., a Nevada corporation, a wholly-owned subsidiary of the Registrant, as the Purchaser, DnC Multimedia, Inc., a Delaware corporation ("DnC"), and Pluginz, LLC, a California limited liability company, the Seller, in exchange for 250,000,000 shares of the Registrant's common stock and 1,250,000 shares of the Registrant's Series A preferred stock.
Pursuant to the agreement, the Seller sold to the Purchaser all of the capital stock that the Seller owned in DnC (the "Shares'), in accordance with the terms and conditions of the agreement. A copy of the agreement was attached to a Current Report filed by the Registrant with the SEC on November 15, 2007. A press release was issued by the Registrant with respect to the closing on November 27, 2007, a copy of which is attached to this Current Report as an exhibit.
Subject to and upon the terms and conditions of the agreement following the closing, counting the 1,700,000,000 shares of the Registrant's common stock already held by the Seller, and the 250,000,000 shares of the Registrant's common stock and 1,250,000 shares of the Registrant's Series A preferred stock being purchased by the Seller, the Seller became the majority stockholder of the Registrant and a change of control of the Registrant has occurred. The Seller now holds 70.14% of the outstanding votes of the Registrant due to the combination of the following: (1) Pluginz, LLC holds a total of 1,950,000,000 shares of the Registrant's common stock, and (2) Pluginz, LLC holds 1,250,000 shares of the Registrant's Series A Preferred stock with 100 times super voting rights. Of the Registrant's common stock, Pluginz, LLC 1,950,000,000 shares or 64.07%. In addition, of the Registrant's Series A Preferred Stock, Pluginz, LLC 1,250,000 or 32.6%.
Upon the closing of the agreement, with the exception of M. Dewey Bain, each member of the Registrant's current board of directors shall resign from such position. Upon the closing, the Registrant appointed Hanseo Park, Chris Piercy, Robert Lott and Robert Lau to the Registrant's board of directors. Chris Piercy shall serve as the Registrant's chairman of the board.
The following table presents information regarding the beneficial ownership of all shares of our common and preferred stock by:
· Each person who owns beneficially more than five percent of the outstanding shares of our common stock;
· Each person who owns beneficially outstanding shares of our preferred stock;
· Each director;
· Each named executive officer; and
· All directors and officers as a group.
Shares of Common Stock Shares of Preferred Stock
Name of Beneficial Owner (1) Beneficially Owned (2) Beneficially Owned (3)
Number Percent Number Percent
Pluginz, LLC 1,950,000,000 64.07 1,250,000 32.6
M. Dewey Bain (4) 17,922,393 0.59 500,000 13.4
Hanseo Park (5)(9) 172,302,938 5.66 -0- -0-
Chris Piercy (6)(9) 151,391,963 4.97 326,083 8.51
Robert Lott (7)(9) 151,391,963 4.97 326,083 8.51
Robert Lau (8)(9) 151,391,963 4.97 326,083 8.51
Total 2,594,401,220 85.23 2,728,249 71.53
All officers and directors as a group
(five persons) 644,401,220 21.16 1,478,249 38.93
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(1) Unless otherwise indicated, the address for each of these stockholders is c/o the Registrant, 11050 Regal Forest Drive, Suwanee, Georgia 30024. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock which he beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Current Report, there were issued and outstanding 3,043,683,760 shares of our common stock, and 3,834,356 shares of our Series A preferred stock.
(3) Series A preferred stock. All of the Series A preferred stock have voting rights equal to our shares of common stock. However, our shares of Series A preferred stock may be converted into shares of our common stock on the basis of 100 shares of common stock for each share of Series A preferred stock so converted.
(4) Mr. Bain is the chief operating officer and a director of the Registrant.
(5) Mr. Park is a director of the Registrant. He holds a membership interest in Pluginz, LLC
(6) Mr. Piercy is the chairman of the board and a director of the Registrant. He holds a membership interest in Pluginz, LLC
(7) Mr. Lott is the chief executive officer and a director of the Registrant. He holds a membership interest in Pluginz, LLC
(8) Mr. Lau is the chief financial officer and a director of the Registrant. He . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 2.01
