Unassociated Document
UNITED
STATES
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
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Date
of Report (Date of earliest event reported): January 20,
2009
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4350
Executive Drive, Suite 100, San Diego, CA 92121
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(Address
of principal executive offices including zip code)
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Registrant's
telephone number, including area code: (858)-373-1600
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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:
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On January 22, 2009, InfoSonics
Corporation, a Maryland corporation (the “Company”),
entered into a Distribution Agreement (the “Agreement”)
with Samsung Electronics Argentina S.A. that allows the Company to distribute
Samsung wireless telecommunications devices and related accessories to carriers,
retailers and agents in Argentina and Uruguay. The Agreement has an
expiration date of December 31, 2009. The Agreement replaces a
previous agreement which expired in accordance with its terms.
The description of the Agreement above
does not purport to be complete and is qualified in its entirety by reference to
the Agreement itself, which is filed as an exhibit to this Current
Report.
ITEM
8.01 OTHER
EVENTS
Preliminary Court Approval of
Settlement
On
October 16, 2008, the parties to the securities class action captioned In Re InfoSonics Corporation
Securities Litigation, Case No.
06-CV-1231, entered into a Stipulation and Agreement of Settlement (the
“Securities
Settlement”), which provided that the Securities Settlement was
contingent on preliminary and final Court approval (after appropriate notice) of
the Securities Settlement, among other contingencies, and provided for, among
other things, a dismissal with prejudice of the lawsuit, releases of the
defendants and a payment by the Company or its insurer of $3.8 million
(inclusive of plaintiffs’ attorneys’ fees).
On
October 17, 2008, the parties to the derivative action captioned In Re InfoSonics Corporation
Derivative Litigation, Lead Case No. 06 CB 1336, entered into a
Stipulation and Agreement of Settlement (the “Derivative
Settlement”), which provided that the Derivative Settlement was
contingent on preliminary and final Court approval (after appropriate notice) of
Derivative Settlement, among other contingencies, and provided for, among other
things, a dismissal with prejudice of the lawsuit, releases of the defendants,
corporate governance changes and a payment by the Company or its insurer of
plaintiffs’ attorneys’ fees to be
ordered by the Court up to a maximum of $350,000.
Both the
Securities Settlement and the Derivative Settlement provide that defendants deny
any liability or responsibility for the claims made and make no admission of any
wrongdoing.
On
October 29, 2008, the Court took under submission without oral argument request
for orders preliminarily approving the Securities Settlement and the Derivative
Settlement.
With
respect to the Securities Settlement, on January 20, 2009, the Court entered an
order certifying the class, preliminarily approving the Securities Settlement,
providing for notice to the class, and setting a fairness hearing on April 23,
2009 at 3:00 p.m. in the United States District Court for the Southern District
of California. With respect to the Derivative Settlement, on January
20, 2009, the Court entered an order preliminarily approving the Derivative
Settlement, providing for notice, and setting a fairness hearing on April 23,
2009 at 3:00 p.m. in the same courthouse.
With
respect to the April 23, 2009 hearing for the Derivative Settlement, please see
the full text of the Notice of Hearing on Proposed Settlement of Derivative
Action, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 20.1.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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| 10.1 |
Distribution Agreement
by and between InfoSonics Corporation and Samsung ElectronicsArgentina
S.A. effective as of January 22, 2009. |
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| 99.1 |
Notice of hearing on
proposed settlement of derivative
action. |
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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InfoSonics
Corporation |
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By:
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/s/ Jeffrey
Klausner |
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Jeffrey
Klausner |
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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| 10.1 |
Distribution Agreement
by and between InfoSonics Corporation and Samsung ElectronicsArgentina
S.A. effective as of January 22, 2009. |
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| 99.1 |
Notice of hearing on
proposed settlement of derivative
action. |