form8ka.htm
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (D)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 18,
2008
INTEGRATED
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation or organization)
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33-119586
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76-0600966
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(Commission File
Number)
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(IRS Employer Identification
Number)
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524 East
Weddell Drive
Sunnyvale,
CA 94089
(Address
of principal executive offices)
Rene
Schena
524 East
Weddell Drive
Sunnyvale,
CA 94089
(Name and
address of agent for service)
408-744-1711
(Telephone
number, including area code of agent for service)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
February 6, 2008, Integrated Media Holdings, Inc., a Delaware corporation
(“IMHI” or the “Company”), filed a Current Report on Form 8-K (the “Original
Filing”) announcing, among other things, the merger of TeleChem International,
Inc.(“TeleChem”). a privately held Delaware corporation (“TeleChem”)
with and into a wholly owned subsidiary of IMHI (the “Merger”), and that as a
result TeleChem became a wholly owned subsidiary of IMHI. We are filing this
Current Report on Form 8-K/A (this “Amended Filing”) to clarify certain
statements and figures and to more fully explain the Merger. For the sake of
convenience, this Amended Filing amends and restates the Original Filing in its
entirety, as of the date of the Original Filing. The filing of this Amended
Filing shall not be deemed to be an admission that the Original Filing when made
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
ITEM
2.01 –Acquisition or Disposition of Assets
On
February 5, 2008, Integrated Media Holdings, Inc. announced that it had signed a
definitive merger agreement to combine with TeleChem International,
Inc.(“TeleChem”). TeleChem International is a privately held, Inc.
500 company with diversified business activities in the life sciences, chemical
trading and disease diagnostics areas. As a result of the merger, the
shareholders of TeleChem (the “TeleChem Shareholders”) will own a majority of
the voting stock of Integrated Media, that will change its name to Arrayit
Corporation.
In
accordance with the terms of the merger agreement, the shareholders of Telechem
International, Inc. were issued preferred stock convertible into thirty six
million one hundred thousand (36,100,000) common shares that represent 64.95% of
the outstanding common after taking into account: (i) a 1:30 reverse split
approved by the directors and majority shareholders, (ii) conversion of all
outstanding shares of preferred stock, (iii) conversion of all outstanding debt
obligations of Integrated Media; and (iv) the shares underlying a recently
issued warrant to purchase 1,250,000 shares of common stock.
Description
of the Company
TeleChem
is a privately-held company that was founded in 1993 by Rene Schena and Todd
Martinsky as a chemical import and export trading company. TeleChem’s
chemicals division provides customers with the raw materials required for
plastics, water soluble fertilizers, and alternative fuels. After
four years of operations in the chemicals market, TeleChem entered the
biotechnology sector with the creation of the ArrayIt® Life Sciences Division in
1996. Because of the public interest in the Human Genome Project and
microarray technology, TeleChem focused on microarray products and services for
the research, pharmaceutical and diagnostics markets. TeleChem’s
ArrayIt® Division currently provides its patented microarray platform (US
6,101,946) to more than 3,000 installations serving an estimated 10,000
laboratories, making it the most widely used microarray technology in the
world. Supporting instruments, kits, reagents, and hardware complete
the ArrayIt® line of more than 400 products making up what management believes
is a universal microarray platform for any type of biomolecule.
During
the year 2001, the Diagnostics Division was started in order to leverage the
patented (6,913,879) multi-patient technology for genetic screening and
testing. This next generation microarray format allows clinical
laboratories to examine tens of thousands of patients on a single microarray,
providing much more cost-effective gene information for population-wide
diagnostics than traditional “single patient” microarrays. The
company is currently developing or has developed tests for many major human
diseases including cystic fibrosis, sickle cell anemia, and
cancer. ArrayIt intends to compete in the $20 billion molecular
diagnostics arena.
The
TeleChem customer base includes major universities, pharmaceutical and biotech
companies, agricultural and chemical companies, government agencies, national
research foundations and private sector enterprises around the
world. The company website receives more than 1,000,000 hits per
month and the Shopping Cart allows on-line product ordering 24 hours a day. The
website makes available the Electronic Library free-of-charge to the tens of
thousands of researchers worldwide that wish to keep pace with the microarray
literature. TeleChem scientists were featured on NOVA’s television show
“Cracking the Code of Life” in 2001. The company received the Rising
Star Award from the City of Sunnyvale in 2002 and 2003, the Silicon Valley Top
50 Award from the San Jose Business Journal in 2003, and consecutive selection
to the Inc. 500 List in 2002 and 2003 by Inc. magazine.
TeleChem’s
principal office is in Sunnyvale, California. TeleChem presently has
eight (8) employees.
Proposed
Executive Officers and Directors After the Acquisition
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NAME
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AGE
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POSITION
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Rene’
A. Schena
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44
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Chairman
, Director & CEO
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Todd
J. Martinsky
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42
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Vice
President & Director
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Mark
Schena, Ph.D.
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44
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President,
Chief Technology Officer, Secretary & Treasurer
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William
L. Sklar
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60
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Director
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Paul
Haje
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52
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Director
of Advertising and Public Relations
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Ms.
Schena holds a degree in Language Studies from the University of
California Santa Cruz. She has 23 years experience in international business,
including translation, contract documentation and commodities trading with a
subsidiary of ConAgra from 1985 to 1988, and as a chemical import and
distribution specialist, department manager, and later President of NuSource
Chemical Corporation.
She
founded TeleChem International, Inc. in 1993, continuing the import and export
chemical distribution specialty, expanding into government bid business, and
moving into the biotech sector in 1996. TeleChem is a market leader
in DNA microarray technology, providing tools and expertise for the explosive
functional genomics and diagnostic screening markets. In 2002 and
again in 2003, TeleChem made Inc. Magazine’s list of the top 500 fastest growing
privately held companies in the USA. In 2005, the Silicon Valley Business
Journal recognized Ms Schena as the President of the 11th largest
woman-owned business enterprise in the Silicon Valley. Ms. Schena’s
long-term contacts in the chemical industry, strong business background and
management expertise are key contributions to TeleChem's
infrastructure.
Mr. Martinsky
, Co-founder of TeleChem International, Inc., previously served as
director of education and consulting at the Codd and Date Consulting
Group. Mr. Martinsky has led the ArrayIt Division to play a
significant role in the microarray industry. He has authored several book
chapters and other scientific literature and has become an internationally
recognized lecturer, writer, consultant and teacher. In addition to
providing consulting services, Mr. Martinsky has spearheaded ArrayIt’s technical
support team since 1997. Along with his daily technical and business
direction of the ArrayIt Product line, Mr. Martinsky established successful
alliances with corporate partners in manufacturing, reagents, equipment and
distribution. He is responsible for an educational outreach program
that ensures that the broadly patented ArrayIt Micro Spotting Device is applied
in the field with optimal scientific and technological accuracy. He is currently
serving on the panel that is crafting future regulatory requirements for
microarray manufacturing for the United States Pharmacopeia.
Dr. Schena
is a world-renowned biochemist whose research focuses on microarray
technology, genomics, proteomics, genotyping, molecular diagnostics, and gene
expression. Dr. Schena and his colleagues at Stanford University
published the first paper on microarrays in 1995 (Science 270, 467-470),
catalyzing the explosive proliferation of microarray technology at academic and
commercial institutions internationally. The 95’ Science paper is the
most highly cited paper in the history of Arabidopsis research and a recent
article in The Scientist places Dr. Schena at positions 1 and 2 on the
“microarray family tree”, confirming his role as the founder of microarray
technology and substantiating his status as the Father of Microarray Technology.
More than 20,000 laboratories in 35 countries are using microarrays to explore
basic questions in biology, chemistry, agriculture and medicine, and the
proliferation of the technology has resulted in more than 26,000 publications
since the original 95’ Science publication.
Dr.
Schena’s success can be traced to an incomparable scientific pedigree. He
trained as a postdoctoral fellow with Dr. Ronald W. Davis in the Department of
Biochemistry at the Beckman Center at Stanford University, and earned a Ph.D.
with Dr. Keith R. Yamamoto in the Department of Biochemistry at UCSF, graduating
first in an exceptional class. Dr. Schena performed his undergraduate
thesis work with Dr. Daniel E. Koshland, Jr. in the Biochemistry Department at
UC Berkeley, earning a baccalaureate degree with greatest achievement and
highest honors in 1984. As a professional scientist, he has authored more
than thirty scientific papers and books on subjects ranging from bacteria and
yeast to plants and humans, and has campaigned tirelessly with scientists,
physicians, federal regulatory agencies, granting agencies, and charitable
organizations to promote microarray technology for the betterment of humankind.
Dr. Schena edited the first two books on microarrays, DNA Microarrays: A
Practical Approach by Oxford University Press, and Microarray Biochip Technology
by Eaton Publishing Company, wrote the first microarray textbook Microarray
Analysis for J. Wiley & Sons, and the first book on the proteomic
applications of microarrays entitled Protein Microarrays by Jones &
Bartlett. Dr. Schena has recently completed a new methods book DNA
Microarrays-Methods Express for Scion Publishing, and continues to lecture
widely, having given more than 120 speeches in 15 countries since 1995. Dr.
Schena was featured as one of the “Stars of Genomics” on the NOVA television
special Cracking the Code of Life, which received more than 100,000,000 viewers
worldwide, and is the most highly funded science documentary in United States
history.
Dr.
Schena is currently a Visiting Scholar and Consultant in the ArrayIt® Life
Sciences Division at TeleChem International, Inc. Dr. Schena is also
the Chairman of NGS-ArrayIt, Inc and the Founder and President of Mark Schena
Inc., an educational consulting company providing consulting services to a host
of leading organizations such as Affymetrix, AlphaGene, ArrayIt, Biodot, Cartesian
Technologies, Clontech, diaDexus, General
Scanning, Genomic Solutions, GSI Lumonics, Incyte
Pharmaceuticals, Irell and Manella, Johnson & Johnson, Morrison &
Foerster, Motorola, Packard Instruments, Perkins Coie, Roche, Synteni,
Technology Mentors, TeleChem International, Wilson Sonsini, Goodrich &
Rosati, and others. Dr. Schena resides with Ms. Rene Schena, the
Chairman & CEO of TeleChem International, Inc., in Los Altos,
California.
Mr. Haje
joined TeleChem in 1999 as the Director of Advertising and Public
Relations. He has successfully produced 63 major trade shows in the
USA and Canada, 17 workshops, 11 VIP events, 76 unique full page print
advertising campaigns, 18 direct mail campaigns, e-mail blasts, web site imagery
and two full color company catalogs. In 2003, Mr. Haje won the 2003
Signet Advertising Award for Best Full Page Ad in the life sciences
sector. Mr. Haje represented the company at the United States Food
and Drug Administration’s Microarray Quality Control projects I and II, drawing
important attention in the scientific press to the company and its H25K Whole
Human Genome Chip. H25K was one of only seven microarray platforms
allowed to participate in the project, including Affymetrix, Agilent, Illumina,
GE Healthcare and Applied BioSystems. Mr. Haje has promoted the
ArrayIt brand name through company exposure on prime time television, in cover
stories, feature articles, trade publications, newsletters and web
broadcasts. TV includes PBS NOVA, ABC Night Line, CNBC Business
Odyssey. He has regularly booked cover stories and feature articles
in Science, The Scientist, Nature, Genetic Engineering News, BioTechniques,
Genome Technology, American Chemical Society, JAMA, PharmaGenomics, Genomics and
Proteomics, BioScience Technology, BioArray News, BioInform, and Genome
Web.
ITEM
9.01 – Financial Statements and Exhibits
(a)
Financial statements of business acquired.
(b) Pro
forma financial information.
(c)
Exhibits
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Exhibit
Number
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Description
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99.1
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Audited
Financial Statements for the year ended December 31, 2007 of TeleChem
International, Inc.
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99.2
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Unaudited
Pro Forma Consolidated Financial Statements for the period ended December
31, 2007
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SIGNATURE
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.
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INTEGRATED
MEDIA HOLDINGS, INC.
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Date: August
18, 2008
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By:
/s/ Rene’ A. Schena
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Name:
Rene’ A. Schena
Title:
Chairman, Director, and CEO
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