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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
January 5, 2007
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DYNABAZAAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-29423 04-3551937
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
888 Seventh Avenue
New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 974-5730
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 5, 2007, Dynabazaar, Inc., a Delaware corporation
("Dynabazaar"), entered into an agreement and plan of merger (the "Merger
Agreement") with L Q Corporation, Inc., a Delaware corporation ("LQ"), and LQ
Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Dynabazaar
("LMC"). The Merger Agreement provides that, upon the terms and subject to the
conditions set forth in the Merger Agreement, LMC will merge with and into LQ,
with LQ continuing as the surviving corporation and a wholly-owned subsidiary of
Dynabazaar. A copy of the joint press release announcing the proposed merger is
attached as Exhibit 99.1 hereto.
Under the terms of the Merger Agreement, LQ stockholders will receive
3.65 shares of Dynabazaar common stock for each share of LQ common stock they
hold. Upon completion of the merger, LQ stockholders will hold approximately 34%
of the combined company and Dynabazaar stockholders will hold approximately 66%
of the combined company on a fully-diluted basis. It is anticipated that the
combined company's shares will continue to trade on the OTC Bulletin Board under
the symbol "FAIM.OB."
The Boards of Directors of both Dynabazaar and LQ approved the Merger
Agreement in accordance with the recommendation of the special committees of
independent directors formed by the Boards of Directors of each company to
evaluate the transaction.
The transaction is subject to stockholder approval and other customary
conditions and is expected to be completed during the first half of 2007. A
special meeting of stockholders of both companies will be announced in the near
future to obtain stockholder approval of the transaction.
Susquehanna Financial Group, LLLP is serving as independent financial
advisor to the special committee of Dynabazaar and Rodman & Renshaw, LLC is
serving as independent financial advisor to the special committee of LQ in
connection with the transaction.
The foregoing does not constitute a complete summary of the terms of
the Merger Agreement, which is attached hereto as Exhibit 2.1. The descriptions
of the terms of the Merger Agreement are qualified in their entirety by
reference to such exhibit.
Barington Capital Group, L.P., an investment firm ("Barington"), and
certain of its affiliates collectively own approximately 7.2% of the outstanding
common stock of Dynabazaar. Pursuant to a separate letter agreement dated
January 5, 2007, Barington has agreed to vote, and to cause its affiliates to
vote, all of the shares of Dynabazaar common stock now owned or hereafter
acquired by Barington and its affiliates in favor of the transaction, in
proportion to the votes of the other stockholders of Dynabazaar. A copy of the
letter agreement is attached as Exhibit 2.2 hereto.
James A. Mitarotonda, who serves as a director, President and Chief
Executive Officer of Dynabazaar, is Chairman, President and Chief Executive
Officer of a corporation that is the general partner of Barington. Sebastian E.
Cassetta, who serves as the Chief Executive Officer of Costar Video Systems,
LLC, a subsidiary of Dynabazaar, is a Senior Managing Director and the Chief
Operating Officer of Barington. Mr. Cassetta is also a director, President and
Chief Executive Officer of LQ. Dianne K. McKeever, a research analyst at
Barington, serves as a director of LQ. Barington is party to separate
administrative services agreements with Dynabazaar and LQ, pursuant to which
Barington performs certain administrative, accounting and other services on
behalf of each company. The principal executive offices of Dynabazaar and LQ are
maintained by Barington.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains certain forward-looking
statements about Dynabazaar and LQ. When used in this Form 8-K, the words
"anticipates", "may", "can", "believes", "expects", "projects", "intends",
"likely", "will", "to be" and any similar expressions and any other statements
that are not historical facts, in each case as they relate to Dynabazaar or LQ,
the management of either such company or the transaction are intended to
identify those assertions as forward-looking statements. In making any of those
statements, the person making them believes that its expectations are based on
reasonable assumptions. However, any such statement may be influenced by factors
that could cause actual outcomes and results to be materially different from
those projected or anticipated. These forward-looking statements are subject to
numerous risks and uncertainties. There are various important factors that could
cause actual results to differ materially from those in any such forward-looking
statements, many of which are beyond the control of Dynabazaar and LQ. The
actual results or performance by Dynabazaar or LQ, and issues relating to the
transaction, could differ materially from those expressed in, or implied by, any
forward-looking statements relating to those matters. Accordingly, no assurances
can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what impact they
will have on the results of operations or financial condition of Dynabazaar or
LQ, the combined company or the transaction.
IMPORTANT INFORMATION FOR STOCKHOLDERS
Dynabazaar and LQ will file a definitive joint proxy
statement/prospectus with the Securities and Exchange Commission ("SEC") in
connection with the proposed merger. Dynabazaar and LQ urge stockholders to read
the definitive joint proxy statement/prospectus when it becomes available and
any other relevant documents filed by either party with the SEC because they
will contain important information.
Stockholders will be able to obtain the definitive joint proxy
statement/prospectus and other documents filed with the SEC free of charge at
the website maintained by the SEC at www.sec.gov. In addition, documents filed
with the SEC by Dynabazaar will be available free of charge by sending a written
request to Dynabazaar, Inc., 888 Seventh Avenue, 17th Floor, New York, NY 10019,
ATTN: Secretary, or by telephone to (212) 974-5730. Documents filed with the SEC
by LQ will be available free of charge by sending a written request to L Q
Corporation, Inc., 888 Seventh Avenue, 17th Floor, New York, NY 10019, ATTN:
Secretary, or by telephone to (212) 974-5730.
Dynabazaar, and certain of its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the persons who
may, under the rules of the SEC, be considered to be participants in the
solicitation of Dynabazaar's shareholders in connection with the proposed merger
will be described in the definitive joint proxy statement/prospectus relating to
the merger. Stockholders can obtain additional information regarding these
individuals and any interest they have in the proposed merger from the
definitive joint proxy statement/prospectus when it becomes available.
LQ, and certain of its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from its stockholders in
connection with the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the solicitation
of LQ's shareholders in connection with the proposed merger will be described in
the definitive joint proxy statement/prospectus relating to the merger.
Stockholders can obtain additional information regarding these individuals and
any interest they have in the proposed merger from the definitive joint proxy
statement/prospectus when it becomes available.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
d. Exhibits
2.1 Agreement and Plan of Merger dated as of January 5, 2007,
among Dynabazaar, LQ and LMC.
2.2 Letter Agreement dated January 5, 2007.
99.1 Joint press release of LQ and Dynabazaar dated January 5,
2007.
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.
DYNABAZAAR, INC.
Dated: January 5, 2007 By: /s/ Melvyn Brunt
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Melvyn Brunt
Chief Financial Officer