On December 23, 2004, THK signed a letter of intent to acquire Meandaur, Inc. From the company's 10-K:
On December 23, 2004, the Company entered into an agreement to acquire Meandaur, Inc. d/b/a Proceed Interactive. Meandaur is engaged in the business of search engine optimization and website marketing. Under the agreement we would acquire Meandaur through a merger in which we would issue up to 1,333,333 shares of the Company’s common stock. One-half of these shares would be subject to certain earn-out provisions and would be delivered over a four year period based on the acquired company’s performance. The Company would also issue options to purchase an aggregate of 350,000 shares of its common stock to certain shareholders and employees of Meandaur. The merger is subject to a number of conditions including the Company’s receipt of audited financial statements for the years ended December 31, 2003 and 2004 and for the six months ended June 30, 2005 for Meandaur which are satisfactory to the Company. The original agreement was amended to extend the date that either party can terminate the agreement if the merger is not completed on or before August 15, 2005. |
