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 22, 2008
NEONODE
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-8419
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94-1517641
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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Sweden
Warfvingesv’g 45, SE-112 51 Stockholm, Sweden
USA
4000 Executive Parkway, Suite 200, San Ramon, CA.
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94583
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+468
678 18 50 — Sweden
(925)
355-7700 — USA
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 (see
General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM
1.02. Termination of a Material Definitive Agreement.
On
October 22, 2008, Neonode Inc. (“Neonode”) and Distribution Management
Consolidators Worldwide, LLC (DMC Worldwide) entered into a Termination
Agreement and Mutual Release (the “Termination Agreement”). The terms of the
Termination Agreement terminate (i) the Formation and Contribution Agreement,
dated January 8, 2008 (the “Formation Agreement”), pursuant to which DMC
Worldwide and Neonode formed Neonode USA, and (ii) the License Agreement, dated
January 8, 2008 (the “License Agreement”), pursuant to which Neonode granted
certain technology license rights to Neonode USA. A description of the Formation
Agreement and License Agreement, and the transactions contemplated therein,
is
set forth in Neonode’s Current Report on Form 8-K filed on January 14, 2008 with
the Securities and Exchange Commission, and is incorporated herein by
reference.
Pursuant
to the terms of the Termination Agreement: (i) Neonode will pay DMC Worldwide
$225,000 in full satisfaction and settlement of any and all claims that DMC
Worldwide may have in connection with the Formation Agreement, the License
Agreement and/or with Neonode USA; (ii) the Formation Agreement, except for
Section 7.3 (Option to Purchase or Sell/Appraisal Rights) which shall survive
until June 30, 2009, and Article 9 (Confidentiality) which shall survive until
October 22, 2010, is terminated and has no further force and effect; (iii),
the
License Agreement, except for Article 5 (Confidentiality), which survives in
accordance with its terms, is terminated and has no further force and effect;
and (iv) Neonode USA will be dissolved.
In
addition, Neonode has agreed that if prior to June 30, 2009 Neonode sells all
or
any part of the intellectual property owned by Neonode AB (Neonode’s wholly
owned operating subsidiary) to an unaffiliated third party, then DMC Worldwide
will be entitled to 50% of the net proceeds from such sale.
The
Termination Agreement and Mutual Release is filed as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
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99.1 |
Termination
and Mutual Release, dated October 22, 2008.
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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, thereunto
duly authorized.
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NEONODE
INC. |
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Dated:
October 24, 2008 |
By: |
/s/ David
W.
Brunton |
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David
W. Brunton |
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Chief
Financial Officer and Vice
President, Finance |
Exhibit
Index
99.1 |
Termination
Agreement and Mutual Release, dated October 22, 2008
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