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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 6, 2007 Secure Alliance Holdings Corporation (“Secure Alliance”)
entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) by
and among Sequoia Media Group, LC, a private Utah limited liability company
(“Sequoia”), Secure Alliance and SMG Utah, LC, a Utah limited liability company
and wholly owned subsidiary of Secure Alliance (“Merger
Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with
and into Sequoia (the “Merger”), with Sequoia continuing as the surviving entity
in the Merger and each issued and outstanding Sequoia equity interest will
automatically be converted into the right to receive 0.5806419 shares of
Secure
Alliance common stock, calculated after a 1 for 3 reverse stock split of
Secure
Alliance common stock contemplated to be effected prior to the
Merger. Immediately following the Merger, the members of Sequoia, in
aggregate, will own approximately 80% of the equity interests in Secure Alliance
and the stockholders of Secure Alliance will own the remaining approximately
20%
equity interests in the combined company.
In
addition, pursuant to a Loan and Security Agreement (“Loan Agreement”) entered
into between Secure Alliance and Sequoia on December 6, 2007, Secure Alliance
has agreed to extend up to $2.5 million in secured financing to
Sequoia. Under the terms of the Loan Agreement, Sequoia has agreed to
pay interest on the loan at a rate per annum equal to 10%. Interest
on the loan is payable on the scheduled maturity date, December 31,
2008. In addition, if the loan obligations have not been paid in full
on or prior to the scheduled maturity date, a monthly fee equal to 10% of
the
outstanding loan obligations is payable to Secure Alliance by Sequoia on
the
last day of each calendar month for which the loan obligations remain
outstanding.
In
addition, prior to the effectiveness of the Merger, Secure Alliance proposes
to
(i) form a wholly owned subsidiary, and (ii) contribute to such subsidiary
approximately $2.2 million in cash, 2,022,000 shares of a publicly listed
UK
company, and amounts receivable under certain promissory notes not associated
with the Sequoia transaction. The common stock of such subsidiary
will be distributed, to Secure Alliance stockholders as of a date prior to
the
Merger, at such time as the distribution can be effected in compliance with
applicable law, whether pursuant to an effective registration statement or
a
valid exemption from registration.
The
Board
of Directors of Secure Alliance approved the Merger Agreement and the foregoing
transactions at a special meeting on November 29, 2007. The Merger is
subject to stockholder approval and other customary conditions and is expected
to be completed during the first quarter of 2008.
Sequoia
is committed to revolutionizing the way life events and memories are shared
and
treasured through personal digital expressions. Sequoia developed
aVinci Experience products to simplify and automate the process of creating
professional-quality multi-media productions using personal photos and
videos. The patented technology provides complete, refined products,
including DVD’s, photo books and posters. aVinci distributes products
through leading retailers, photo websites and image service
providers.
This
summary of the Merger Agreement is qualified in its entirety by reference
to the
agreement filed as an exhibit hereto.
Forward-Looking
Statements
This
report contains certain “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that reflect our current expectations and projections
about
our future results, performance, prospects and opportunities. We have
tried to identify these forward-looking statements by using words such as
“may,”
“should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,”
“estimate” and similar expressions. These forward-looking statements
are based on information currently available to us and are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities in the future to differ materially
from
those expressed in, or implied by, these forward-looking
statements. These factors include, without limitation, whether the
transaction referenced herein will be consummated on the terms described
herein,
or at all. Although we believe that the expectations reflected in
these forward-looking statements are reasonable and achievable, such statements
involve significant risks and uncertainties and no assurance can be given
that
the actual results will be consistent with these forward-looking
statements. Except as otherwise required by Federal securities laws,
we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed
circumstances or any other reason, after the date of this
prospectus.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
Exhibit
No. Exhibit
10.1 Agreement
and Plan of Merger, dated as of December 6, 2007, by and among Sequoia Media
Group, LC, Secure Alliance Holdings Corporation, and SMG Utah, LC.
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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Secure
Alliance Holdings Corporation
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Dated:
December 6, 2007
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By:
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/s/
Stephen P. Griggs
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Name:
Stephen P. Griggs
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Title:
President
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