form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (D)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of Earliest Event Reported: February 21, 2008
Date
of Submission: February 25, 2008
INTEGRATED
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Doing
Business As: Arrayit Company
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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William
L. Sklar
President
Integrated Media Holdings,
Inc.
12000
Westheimer, Ste 340
Houston,
TX 77077-6531
(Address
of principal executive offices)
281-600-6000
Ext 105
(Registrant’s
telephone number, including area code)
ITEM
2.01 – Completion of Acquisition or Disposition of Assets
On February 5, 2008, Integrated Media
Holdings, Inc. (the “Company”) entered into a Plan and Agreement of Merger (the
“Merger”) by and among IMHI, TeleChem International, Inc. (“TeleChem”), the
majority shareholders of TeleChem (“Shareholders”), Endavo Media and
Communications, Inc., a Delaware corporation (“Endavo”) and TCI Acquisition
Corp., a Nevada corporation, and wholly owned subsidiary of the Company (“Merger
Sub”). The Company, TeleChem, Endavo, Merger Sub and Shareholders are
referred to collectively herein as the “Parties”.
According
to the amendment made February 11, 2008 the Merger will be completed in two
steps. In the first step the Company agreed to issue Series C Convertible
Preferred Stock (“Preferred Stock”) to the Shareholders of TeleChem in exchange
for 100% of the equity interests of TeleChem. The first step was completed on
February 21, 2008. TeleChem is now a wholly-owned subsidiary of the Company and
the former shareholders of TeleChem now own approximately 73.5% of the
outstanding equity interest and voting rights of the parent company. Upon
completion of the first step the Company has adopted the assumed name ArrayIt
Company.
The
second step will be completed after: (i) reincorporation to Nevada and
governance by the Nevada Articles, (ii) completion of the reverse split of the
outstanding Integrated Media common stock, (iii) conversion of all outstanding
shares of convertible preferred stock, and (iv) conversion of all outstanding
notes, bonds and debentures. Upon completion of the second step of the Merger
the Preferred Stock will be converted into 36,100,000 shares common stock of the
Company.
Headquartered in Sunnyvale, California,
TeleChem leads and empowers the genetic, research, pharmaceutical, diagnostic
community by discovery development and manufacture of proprietary life science
technologies and consumable for disease prevention, treatment and
cure.
ITEM
9.01 – Financial Statements and Exhibits
Exhibit A: Press Release
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: February
25, 2008
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By:
/s/ Rene’ A.
Schena
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Name:
Rene’ A. Schena
Title:
President
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Exhibit
A
<?xml:namespace
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<?xml:namespace
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FOR IMMEDIATE RELEASE:
<?xml:namespace
prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags"
/>FEBRUARY 25,
2008
Contact:
investorinfo@arrayit.com
Email:
investorinfo@arrayit.com
Website:
www.arrayit.com
<?xml:namespace
prefix = st2 ns =
"urn:schemas:contacts" />DR. MARK SCHENA ANNOUNCED PRESIDENT
OF ARRAYIT, NOW A WHOLLY-OWNED SUBSIDIARY
OF INTEGRATED MEDIA
HOLDINGS
IMHI also announced
that it will commence to do business under the assumed name Arrayit
Company.
Rene Schena, Chief
Executive Officer of TeleChem International, Inc. stated, “This step in the
public process is very exciting and we look forward to the development and
announcement of future business strategies, utilizing the public market to
assist with our expansion and service to the industry. Doing business as
Arrayit, we believe, will help to create a brand that is increasingly becoming well known in our
sector.”
About Arrayit
Company
Integrated Media
Holdings, Inc., doing business under the assumed name Arrayit Company, is
headquartered in Sunnyvale,
California. Arrayit Company leads
and empowers the genetic, research, pharmaceutical, and diagnostic communities
through the discovery, development and manufacture of proprietary life science
technologies and consumables for disease prevention, treatment and cure. Please
visit www.arrayit.com
for more information.
TeleChem
International, Inc., the Nevada wholly-owned subsidiary of the Company,
has changed its name to Arrayit Corporation.
Safe Harbor
This news release
contains forward-looking statements. These statements describe management's
beliefs and expectations about the future. We have identified forward-looking
statements by using words such as "expect," "believe," and "should." Although we
believe our expectations are reasonable, our operations involve a number of
risks and uncertainties, and these statements may turn out not to be true. More
detailed information about Integrated Media Holdings, Inc. is available in the
Company’s public filings with the Securities and Exchange
Commission.