UBIQUITY, INC. FORM 8-K. (Current report filing) Filed 08/12/14 for the Period Ending 07/18/14

Transcription

1 UBIQUITY, INC. FORM 8-K (Current report filing) Filed 08/12/14 for the Period Ending 07/18/14 Address 9801 RESEARCH DRIVE IRVINE,, CA Telephone CIK Symbol UBIQ SIC Code Computer Processing and Data Preparation and Processing Services Industry Software & Programming Sector Technology Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): July 18, 2014 UBIQUITY, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9801 Research Drive, Irvine CA (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (949) Ubiquity Broadcasting Corp. (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 ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a -12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d -2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e -4(c))

3 Item 1.01 Entry into a Material Definitive Agreement On July 18, 2014, Ubiquity, Inc. (the Company or Ubiquity ) entered into a letter of intent ( LOI ) with American Tec Company Limited ( AMTEC ) to advance the development and distribution of Ubiquity s Sprocket software and data analytics in Asia. The revenue expectations, which will be further defined in the master agreement, are to generate a minimum of $150,000,000 in contracts/licenses within twelve months of the completed software being launched into the local marketplace. According to the terms of the LOI, AMTEC will assist the Company with the distribution of Sprocket throughout China, Hong Kong, South East Asia, Vietnam and India. AMTEC will further assist in the distribution structure of Sprocket and will identify key buyers that include major technology companies currently operating in the mobile technology space. Ubiquity will develop and deliver a Sprocket model to AMTEC that will be used to present to potential buyers of Ubiquity s proprietary mobile solution. Ubiquity will provide all development support of Sprocket and will help AMTEC establish Sprocket throughout Asia. The parties intend to proceed to execute definitive documents for this transaction, but there can be no assurance that such agreements will be agreed upon by the parties and that the transaction will be finalized. Item 8.01 Other Events. On August 12, 2014, the Company issued a press release regarding the LOI with AMTEC. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Letter of Intent, by and between the Company and AMTEC, dated July 18, Press Release, dated August 12, 2014 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. Date: August 11, 2014 UBIQUITY, INC. By: /s/ Christopher Carmichael Christopher Carmichael Chief Executive Officer

4 Exhibit 10.1 Chris Carmichael Ubiquity Inc Research Drive Irvine, CA, July 18 th 2014 Ong Kay Huat (KH) American Tec Company Limited Unit 1-5, 16/F, Futura Plaza, How Ming Street, Kwun Tong Hong Kong Dear KH: We are delighted to submit this LOI for your consideration based on recent discussions between our two companies discussing proceeding to a formal agreement to advance the development and distribution of Sprocket software and data analytics. The objectives to be formed from this agreement are the product of our recent meetings in Hong Kong with yourself, Steve Koskie, James Nelson, James Tsiolis, David Ledger and your Executive Chairman, Ding Yi. American Tec Company Limited ("Amtec") presents Ubiquity Inc. ("Ubiquity") with a unique opportunity to assist in the localized development and distribution of a mobile application into the broader communication market that is developing rapidly and has the ability to adopt the Sprocket application, which we believe offers a fundamentally superior UXP due to its disruptive nature and capacity to capture consumer data. Parties and Roles a. Amtec Amtec is considering its appointment as a distributor of the Sprocket in China, Hong Kong, South East Asia, Vietnam and India (collectively defined as "The Territory") and has demonstrated its credentials to be appointed in such a capacity. Amtec will assist Ubiquity in establishing the appropriate distribution structure and model in The Territory. The first phase will be research conducted by Amtec to determine the demand for the Sprocket which also include identifying key buyers eg Huawei, Lenovo and others. Amtec will work with Ubiquity to ensure the sprocket is adapted for usage in China and The Territories. The second phase will be to establish a pricing structure to help determine the volume of sales. Ubiquity incorporated 9801 Research Drive Irvine, CA, United States

5 During the first and second phase, Amtec will determine additional services it can partner/provide to Ubiquity, including, but not limited to, servicing data management and security solutions. b. Ubiquity Ubiquity is an application software development and social media company based in Irvine California that has developed the Sprocket application and associated intellectual properties ("IP"). Ubiquity will deliver a working Sprocket to assist Amtec with preliminary presentations to potential buyers of the Sprocket. This will assist in establishing the credibility of the Sprocket as a next generation browser for mobile devices. Ubiquity will fund all costs associated with the development of the Sprocket to be distributed for the Territories. The testing of the Sprocket will be conducted by Amtec to ensure it's a robust application that can be sold by Amtec to its various clients in The Territories. Amtec will provide feedback and market data to assist in the localization of the software both graphically and language wise for the China market. Ubiquity will provide all development support in order to assist Amtec with establishing a Sprocket that is distributable in The Territories. The two parties can agree to establish a joint development team whereby Ubiquity provides developers from California to assist, where required, in the completion of the development phase. Should it be required Ubiquity agrees to staff, as required, operations in Hong Kong including business development and software engineers to work along-side the Amtec sales team. All costs associated will be borne by Ubiquity. Amtec will work with Ubiquity to develop a pricing model for The Territories for the Sprocket and associated IP that is linked to the Sprocket. The royalty will be defined in the Partnership Agreement as per the pricing model that is developed by both parties. Establishment of Partnership A revenue share model will be established between Amtec and Ubiquity as part of the formalization of a partnership agreement. This will include royalty agreements to accommodate the use of relevant IP. The revenue expectations which will be further defined in the master agreement, is to generate a minimum of $150M US in contracts/licenses within 12 months of the completed software being launched into the local market place. Ubiquity agrees to appoint Amtec as the sole distributor of the Sprocket and various IP in The Territory subject to the development of the Joint Venture Partnership Agreement, (Partnership Agreement). Ubiquity will provide all its IP relating to the operation of the Sprocket in order for Amtec to have the ability to soft market the Sprocket to key clients as part of its initial testing of the market. Ubiquity incorporated 9801 Research Drive Irvine, CA, United States

6 It is acknowledged that Amtec has a large distribution base through its 200+ sales and engineering team across The Territories. Part of Amtec's role will be to establish a distribution base for the Sprocket through this network of sales professionals. We will work with Amtec to ensure we progress towards executing a Master Joint Venture agreement along the terms outlined above during our next visit to Hong Kong around the week of August 15 th, Ubiquity will grant Amtec an option of 1.5mil shares with a strike price to be determined and agreed upon as part of the master agreement, with the appropriate milestones and goals (revenue, licenses) being defined within the agreement. Ubiquity wishes to announce to the market that it has executed a LOI to establish a joint venture with Amtec to assist in the development and distribution of the Sprocket and associated IP into the Chinese market and associated Territories. We believe that this, whilst early in its phase, is an extremely positive development for both companies. Please do not hesitate to contact myself or Steve Koskie to discuss further. Sincerely, Chris Carmichael CEO, Chairman /s/ Chris Carmichael Ong Kay Huat (KH) CEO American Tec Company Limited /s/ Ong Kay Huat (KH) Ubiquity incorporated 9801 Research Drive Irvine, CA, United States

7 Exhibit 99.1 Ubiquity Signs $150 Million LOI with American Tec Company to Develop and Distribute Sprocket Software and Data Analytics in Asia Amtec will assist the Company in developing and deploying Ubiquity s proprietary software across several Asian countries IRVINE, Calif., August 12, 2014 Ubiquity, Inc. (OTCBB: UBIQ) ( Ubiquity or the Company ), a technology development and licensing company that holds an extensive portfolio of patents across multiple technology market verticals, today announced that the Company has signed a letter of intent with American Tec Company Limited ( Amtec ) to advance the development and distribution of Ubiquity s Sprocket software and data analytics in Asia. The revenue expectations, which will be further defined in the master agreement, are to generate a minimum of $150M US in contracts/licenses within 12 months of the completed software being launched into the local marketplace. According to the terms of the LOI, Amtec will assist Ubiquity with the distribution of Sprocket throughout China, Hong Kong, South East Asia, Vietnam and India. Amtec will further assist in the distribution structure of Sprocket and will identify key buyers that include major technology companies currently operating in the mobile technology space. Ubiquity will develop and deliver a Sprocket model to Amtec that will be used to present to potential buyers of Ubiquity s proprietary mobile solution. Ubiquity will provide all development support of Sprocket and will help Amtec establish Sprocket throughout Asia. The parties intend to proceed to execute definitive documents for this transaction, but there can be no assurance that such agreements will be agreed upon by the parties and that the transaction will be finalized. At Ubiquity, we are leveraging our innovative mobile platform to partner with Amtec and bring the next great mobile solution and experience to the Asian market, stated Chris Carmichael, Chairman and Chief Executive Officer of Ubiquity. This alliance will present a significant opportunity to both Ubiquity and Amtec as our proprietary Sprocket software becomes the technology of choice for mobile users. We are confident Sprocket s enhanced and user-friendly experience will revolutionize the way people search and manage their online content in the near future. About Ubiquity, Inc. Based in Irvine, CA, Ubiquity is a vertically integrated, technology-focused media company. Ubiquity is focused in five specific areas with a robust portfolio of patents and intellectual property. The Company has developed an intuitive user interface making access to all content from any device in a simple, consistent format, has enabled the search and identification of any object and image in all video and digital media, and has developed a platform for mobile transaction including the integration of payments, money transfers, coupons and gifts. The Sprocket is an industry-leading, intuitive, immersive consumer experience for all web-based activity, and allows for the personalization of all content, whether public or private, in a unique, accessible way. Through Ubiquity Labs we are leveraging an extensive portfolio of intellectual property spanning Web 3.0, immersive advertising, video compression, content distribution, ecommerce, and mobile applications to support the commercialization of new technologies. In addition, we intend to pursue strategic licensing opportunities. About the American Tec Company Limited ( Amtec ) American Tec is a subsidiary of North Asia Strategic Holdings Limited (NAS). Established in 1986, the company started the business to service the SMT (PCBA) manufacturing industry. Amtec has been in business for nearly 30 years, specializing in equipment supply, services, and automated solutions for the SMT and Semiconductor industry in mainland China (including Hong Kong), South-East Asia, Vietnam, and India. With the increasing complexity and miniaturization of electronics products as well as growing labor costs in the manufacturing industry, the pursuit of higher productivity and increased level of automation will be the absolute trend. American Tec sees the ability to provide customers with optimized technology and solutions as utmost important to its success.

8 American Tec has been committed to offering customers with the most competitive value-added solutions for the past three decades. As one of the first distributors of SMT related equipment in China, through relentless effort and hard work, and with a team of experience sales and technical professionals, both customer s and the industry are quick to recognize the contribution and impact that American Tec is having on the electronics manufacturing industry in Asia. With its specialized and professional team, American Tec will continue to expand and enhance the overall sales and support infrastructure with the goal of becoming the optimized platform for technology and solutions for the electronics industry. Forward-Looking Statements This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the failure of the business strategy, the integrity of the Company's patents and proprietary intellectual property and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company's 10K for the year ended December 31, See the sections entitled "Risk Factors" in Ubiquity's quarterly and annual reports as filed by Ubiquity from time to time with the Securities and Exchange Commission. The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION. Contact: Investors: KCSA Strategic Communications Todd Fromer / Phil Carlson tfromer@kcsa.com / pcarlson@kcsa.com /