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 Report (date of earliest event reported):
June 9, 2006
BOUNDLESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-17977 13-3469637
State of Commission IRS Employer
Incorporation File Number I.D. Number
50 Engineers Lane, Unit 2, Farmingdale, New York 11735
Address of principal executive offices
Registrant's telephone number: (631) 962-1500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 1.03: Bankruptcy or Receivership
On May 30, 2006, the United States Bankruptcy Court for the Eastern
District of New York, Central Islip (the "Bankruptcy Court") entered an order
confirming the plan of reorganization of Boundless Corporation (the "Company")
and three of its subsidiaries, Boundless Technologies, Inc., ("Technologies"),
Boundless Manufacturing Services, Inc. and Boundless Acquisition Corp. (a
non-operating subsidiary) (collectively, the "Debtors"). On June 9, 2006 the
order confirming the plan of reorganization became effective. The Debtors had
filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") in the Bankruptcy Court on March 12,
2003. The Case Number for the Company's case is 03-81558. A copy of the Fourth
Amended and Modified Chapter 11 Plan of Reorganization (the "Plan"), dated May
10, 2006, attached hereto as Exhibit 2 and is incorporated herein in its
entirety by reference.
Defined Terms and Material Features of the Plan are as follows:
Defined Terms
"Effective Date" shall mean ten (10) days subsequent to the Confirmation Order's
becoming a Final Order, or on such other date as may be agreed upon by the
parties-in-interest.
"Boundless Common Stock" means the new series of Common Stock in Boundless to be
issued and/or distributed under the Plan.
"Professional" means Ruskin Moscou Faltischek, P.C. (counsel to the Debtors),
Fischbein Badillo Wagner Harding (co-counsel to Debtors), Platzer Swergold
Karlin Levine Goldberg & Jaslow, LLP (Committee Counsel) and Mahoney Cohen and
Company, CPA, P.C. (accountants to the Debtor and the Committee).
"Vision" means Vision Technologies, Inc.
Material Features of the Plan
As soon as practicable after the Effective Date, the Debtors shall take all
steps necessary to arrange for the cancellation of each class of their existing
common stock and preferred stock. Holders of existing common and preferred stock
on the record date shall have his, her or its stock cancelled, and shall receive
nothing on account thereof from the Debtors.
On the Effective Date, Boundless shall be authorized to issue one hundred
(100,000,000) million shares of common stock ("Boundless Common Stock") of which
four million shares shall be issued to the claimants as set forth in the Plan.
All assets of the Debtors, if any, not owned by Technologies shall be
transferred to Technologies and any and all liabilities of the Debtors,
including guarantees, shall be assumed by Technologies or canceled. On the
Effective Date, Boundless Manufacturing Services, Inc. and Boundless Acquisition
Corp. shall be dissolved.
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On the Effective Date, the Debtors shall issue, or cause to be issued for
Vision's benefit, and in its name, (a) shares of Technologies Common Stock
sufficient to provide Vision with ownership of 100% of Technologies Common Stock
issued and outstanding, or to be issued and outstanding, under the Plan and (b)
2,040,000 shares of Boundless Common Stock which will provide Vision with 51% of
such shares to be issued and outstanding under the Plan (collectively as to (a)
and (b) the "Vision Shares" and as to (b) only, "Visions' Distributable Common
Shares"). The Vision Shares shall be issued in accordance with ss. 1145 of the
Bankruptcy Code. Such issuance of the Vision Shares shall be deemed to be in
full satisfaction of the Vision claim.
Other than the claims of the Professionals, allowed administrative, priority and
tax claims shall be paid by Technologies in cash on the Effective Date, or upon
such other terms as shall be agreed to by a holder of such Claim and
Technologies pursuant to ss. 1129(a)(9)(A) and ss. 1129(a)(9)(C) of the
Bankruptcy Code which may be modified from time to time pursuant to a written
stipulation filed with the Court.
Upon application for payment pursuant to ss.ss. 330, 331 and 503(a) of the
Bankruptcy Code and approval by the Bankruptcy Court, any and all Professional
Fees not paid on or before the Effective Date shall be paid by Technologies as
follows: (i) On the Effective Date - $70,000 and (ii) the remainder shall be
paid in full in sixty-seven (67) consecutive monthly payments commencing on the
10th day of the first calendar month subsequent to the Effective Date and
continuing on the 10th day of each of the next consecutive sixty-six (66)
months. Interest shall accrue on any unpaid Professional Fees from and after the
Effective Date to the date of payment in full at a rate of eight (8%) percent
per annum.
Subject to adjustment, each holder of an allowed unsecured claim shall receive
from Technologies its Pro Rata share of:
a. Cash payments in an amount equal to 2% of Technologies'
annual revenues up to and including $7 million, on each of the first, second and
third anniversary dates of the Effective Date;
b. Cash payments in an amount equal to 4% of Technologies'
annual revenues exceeding $7 million, on each of the first, second and third
anniversary dates of the Effective Date; and
c. Technologies shall escrow all amounts due on a monthly
basis
2. Except as set forth below, each of the annual payments to be
distributed to holders of allowed unsecured claims shall be not less than: (a)
$150,000 during each of the first two 12 month periods following the Effective
Date, and, (b) $200,000 during the third 12 month period following the Effective
Date.
3. Except as set forth below, the total amount to be distributed by
Technologies to holders of allowed unsecured claims shall be not less than
$500,000.
4. On the Effective Date, each holder of allowed unsecured claims
shall also receive its pro rata share of one million nine hundred sixty thousand
shares (the "Unsecured Creditors Shares") of Boundless Common Stock, which
shares shall be issued in accordance with ss. 1145 of the Bankruptcy Code. The
amount of cash payable to holders of allowed unsecured claims shall be subject
to reduction pro rata, in an amount equal to 75% of the average aggregate
closing prices of the Unsecured Creditors Shares traded on the electronic
bulletin board during
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the twenty trading day period beginning 60 calendar days after the shares are
listed on any of the following: (i) the Nasdaq Electronic Bulletin Board, (ii)
Nasdaq'a Small Cap or National Market or (iii) any exchange (collectively, a
"Trading Market"). For this purpose, if such shares do not trade on a particular
trading day, the closing price for that day that shall be used in determining
the average closing price of such shares shall be the closing price for the
shares on the last day it did trade. No holder of an allowed unsecured claim
shall be required to return any cash distributions to Technologies as a result
of the adjustments provided herein notwithstanding the value of the Unsecured
Creditors Shares. Unsecured creditors holding Unsecured Creditors Shares will be
notified promptly after any such shares are listed on a Trading Market and of
any adjustments hereunder.
Subsequent to the Effective Date, Boundless shall acquire an interest in an
operating company which desires to become a public company. In effecting this
subsequent transaction under the Plan, Boundless will issue shares of its common
stock to acquire its interests in the operating company. As a result these stock
issuances, the Boundless Common Stock will represent approximately 10% of the
outstanding common stock of Boundless after the acquisition is consummated and
the owners of the operating company will own approximately 90% of the
outstanding common stock of Boundless after the transaction. The consummation of
this transaction will be undertaken in compliance with the Securities Laws of
the United States and all other jurisdictions, if any, which require such
compliance. In this regard, Boundless will fill a Form 8-K with the Securities
and Exchange Commission ("SEC") with respect to this transaction.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit Nos.
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2 Fourth Amended and Modified Chapter 11 Plan of Reorganization
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 9, 2006
BOUNDLESS CORPORATION
By: /s/ Joseph Gardner
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Name: Joseph Gardner,
Title: Vice President - Finance
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