- Current report filing (8-K)
01 Novembro 2010 - 3:06PM
Edgar (US Regulatory)
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
Date of Report (Date of Earliest Event Reported): October 29, 2010
Odimo Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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000-51161
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223607813
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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9858 Clint Moore Road, Boca Raton, Fl
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33496
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (954) 993-4703
Not Applicable
Former name or former address, if changed since last report
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 29, 2010, Odimo Incorporated, a Delaware corporation (the Company or Odimo),
entered into a Share Exchange Agreement (the Share Exchange Agreement) by and among Odimo, Elao,
LLC, a Florida limited liability company and shareholder of Odimo, Standard Crushed Stone Industry
Limited, a Cayman Islands company (SCSI) and Republic Rock United Industry Limited (RRUI),
SCSIs sole shareholder. Upon the satisfaction or waiver of the conditions set forth in the Share
Exchange Agreement, which conditions include the execution of certain agreements which effectively
give SCSI control over the business and management of Hubei Jinlong Cement Co., Ltd., a company in
the Peoples Republic of China engaged in the manufacture and distribution of cement and cement
products located in Hubei, China, Odimo will acquire all of the outstanding shares of SCSI
through the issuance of that amount of shares which results in current holders of Odimo holding
4.5% of the outstanding shares of Odimo. Upon consummation of the share exchange, the Board of
Directors of the Company will consist of three members, all of which shall be appointed by SCSI.
The closing of the share exchange is anticipated to occur on or about November 12, 2010.
The shares of Odimo Common Stock to be issued under the Share Exchange Agreement have not
been registered under the Securities Act of 1933, as amended (the Securities Act), or any state
securities laws and may not be sold except in a transaction registered under, or exempt from, the
registration provisions of the Securities Act and applicable state securities laws. No registration
rights have been granted regarding these shares.
The foregoing description of the Share Exchange Agreement is only a summary and is qualified
in its entirety by reference to the full text of the Share Exchange Agreement, which is attached
hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference in this
Item 1.01.
The Share Exchange Agreement has been attached hereto pursuant to applicable rules and
regulations of the U.S. Securities and Exchange Commission (the SEC) and is not intended to
provide any other factual information about the Company or any other party. In particular, the
representations, warranties and covenants contained in the Share Exchange Agreement have been made
only for the purpose of the Share Exchange Agreement and, as such, are intended solely for the
benefit of the parties to the Share Exchange Agreement. In many cases, these representations,
warranties and covenants are subject to limitations agreed upon by the parties and are qualified by
certain confidential disclosures exchanged by the parties in connection with the execution of the
Share Exchange Agreement. Furthermore, many of the representations and warranties in the Share
Exchange Agreement are the result of a negotiated allocation of contractual risk among the parties
and, taken in isolation, do not necessarily reflect facts about any of the parties thereto.
Likewise, any references to materiality contained in these representations and warranties may not
correspond to concepts of materiality applicable to investors or security holders. Security holders
and investors are cautioned that they are not third-party beneficiaries under the Share Exchange
Agreement and do not have any direct rights or remedies pursuant to the Share Exchange Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibit is filed to this Report on Form 8-K:
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Exhibit No.
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Description
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2.1
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Share Exchange Agreement, dated October 29, 2010 by and
among Odimo Incorporated and Elao, LLC, on the one hand
and Standard Crushed Stone Industry Limited and Republic
Rock United Industry Limited, on the other hand.
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SIGNATURES
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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ODIMO INCORPORATED
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October 29, 2010
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By:
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/s/
Amerisa Kornblum
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Name:
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Amerisa Kornblum
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Title:
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President
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Odimo (CE) (USOTC:ODMO)
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