Wherify (fka WFYW)

[jonesieatl]

WFYW : 8-K : merging with a non-public company

http://www.sec.gov/Archives/edgar/data/1051902/000114420408033615/v116547_8k.htm

"On May 29, 2008 Wherify Wireless, Inc. announced that it has entered into a non-binding letter of intent with Lightyear Network Solutions, Inc. to merge its business into Wherify."

Now Lightyear can enjoy the fruits of Yorkville financings and have retail shareholders pay for it , without having to go to the trouble of going public.

Of course Yorkville gets various concessions made regarding existing financial instruments:

http://www.sec.gov/Archives/edgar/data/1051902/000114420408033615/v116547_ex10-1.htm

One example:

"In addition, as part of this restructuring, the existing 7.0 million in Wherify warrants owned by YA Global will be reset to provide an Exercise Price equal to equal to 75% of the underlying price per share associated with the securities issued in the Recapitalization Financing (as defined in Section 3 below). In addition, the Wherify warrants issued to YA Global shall also be amended to provide (a) the cashless exercise may be elected at anytime and shall not be subject to any conditions in order to elect the same, and (b) the expiration date of the warrant shall be seven years from the Merger Closing Date."

good luck to all

jonesie