8-K
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
12, 2007
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-18718
|
75-2242792
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
11150
Santa Monica Boulevard, Suite 340, Los Angeles, California
90025
(Address
of principal executive offices) (Zip Code)
(310)
424-5668
(Registrant's
telephone number, including area code)
CT
HOLDINGS ENTERPRISES, INC.
2100
McKinney Avenue, Suite 1500, Dallas, Texas 75201
(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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Forward-Looking
Statements
Except
for statements of historical fact, the matters discussed in this report are
forward looking and made pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
reflect numerous assumptions and involve a variety of risks and uncertainties,
many of which are beyond our control that may cause actual results to differ
materially from stated expectations. These risk factors include, among others,
limited operating history, difficulty in developing, exploiting and protecting
proprietary technologies, uncertainty in legal proceedings, intense competition,
and substantial regulation in the medical device industry; and additional risks
factors as discussed in our reports filed with the Securities and Exchange
Commission, which are available on its website at
http://www.sec.gov.
| Item
2.01 |
Completion
of Acquisition or Disposition of
Assets
|
This
report reflects the closing of the transactions contemplated by the merger
agreement attached as Exhibit 2.1 to our Current Report on Form 8-K dated August
10, 2007, which is incorporated herein by reference.
On
October 12, 2007, pursuant
to the merger agreement, our newly-formed wholly-owned merger subsidiary merged
with and into Xcorporeal, Inc. (referred to hereinafter as pre-merger
Xcorporeal), which became our wholly-owned subsidiary and changed its name
to
Xcorporeal Operations, Inc. We amended and restated our certificate of
incorporation and bylaws to be substantially identical to pre-merger
Xcorporeal’s, and changed our name to Xcorporeal, Inc.
Immediately
prior to the merger, we caused a one for 8.27 reverse split of our common stock.
Each
share of pre-merger Xcorporeal common stock was then converted into one share
of
our common stock. In addition, we assumed all outstanding pre-merger Xcorporeal
options and warrants to purchase pre-merger Xcorporeal common
stock.
We
also
adopted a new 2007 Incentive Compensation Plan substantially identical to
pre-merger Xcorporeal’s 2006 Incentive Compensation Plan in effect immediately
prior to the merger.
Additional
disclosure, including information regarding us and our securities upon
consummation of the transaction, is included in our information
statement and prospectus (referred to hereinafter as the information statement)
dated September 21, 2007,
Registration No. 333-145856, which is incorporated herein by reference in its
entirety.
| Item
4.01 |
Changes
in Registrant's Certifying
Accountant
|
Effective
October 12, 2007, following effectiveness of the merger described
in Item 2.01 which is incorporated by reference in this item,
we
dismissed KBA Group LLP and appointed BDO Seidman, LLP as our independent
registered public accounting firm. BDO Seidman served as the independent
registered accounting firm of pre-merger Xcorporeal prior to effectiveness
of
the merger.
The
decision regarding the end of the KBA Group engagement and the commencement
of
the BDO Seidman engagement was made and approved by the Audit Committee of
our
Board of Directors based upon the effectiveness of the merger.
During
our two most recent fiscal years, we did not consult with BDO Seidman regarding
any matters or events set forth in Item 304(a)(2)(i) and (ii) or Regulation
S-K.
KBA
Group's reports on our consolidated financial statements for each of the fiscal
years ended December 31, 2006, and 2004 did not contain any adverse opinion
of
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that they expressed substantial
doubt about our ability to continue as a going concern.
In
connection with the audits of the fiscal years ended December 31, 2006, and
2005, and the interim period through October 12, 2007, there have been no
disagreements between us and KBA Group on any matter of accounting principles
or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KBA Group, would have
caused it to make reference in connection with their opinion to the subject
matter of the disagreements.
We
have
provided KBA Group with a copy of the foregoing disclosures and requested that
KBA Group furnish a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements, and, if not, stating the
respects in which it does not agree.
| Item
5.01 |
Changes
in Control of Registrant
|
On
October 12, 2007, as a result of the effectiveness of the merger described
in
Item 2.01 which is incorporated by reference in this item, the former
stockholders of pre-merger Xcorporeal received an aggregate of 14,000,050 newly
issued shares of our common stock, representing approximately 97.6% of our
now
outstanding common stock.
Additional
information is included in the information statement which is incorporated
herein by reference, including under "Questions and Answers About the Merger"
on
pages 1-3, "Summary of Information Statement - Ownership of CTHE After the
Merger" on page 7, "Risk Factors" beginning on page 15, and "The Merger" on
pages 24-27.
|
Item
5.02
|
Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment
Of
Principal Officers; Compensatory Arrangements of Certain
Officers
|
On
October 12, 2007, upon effectiveness of the merger described in Item 2.01 which
is incorporated by reference in this item, our former directors and officers
resigned from their positions and the directors and officers of pre-merger
Xcorporeal became our directors and officers. Terren S. Peizer, Marc
G.
Cummins, Daniel S. Goldberger, Victor Gura, M.D., Herve de Kergrohen, Nicholas
Lewin, Kelly J. McCrann, and Jay Wolf
are our
directors. Mr. Peizer is our Executive Chairman, Winson Tang is our Chief
Operating Officer, and Robert Weinstein is our Chief Financial Officer and
Secretary.
Additional
information is included in the information statement which is incorporated
herein by reference, including under "The Merger - General" on page 24, "The
Merger Agreement" on pages 33-36, and "Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act" on pages 51-59.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal
Year
|
On
October 12, 2007, pursuant to the merger agreement described in Item 2.01 which
is incorporated by reference in this item, we filed an Amended and Restated
Certificate of Incorporation with the State of Delaware, which is substantially
identical to the Certificate of Incorporation of pre-merger Xcorporeal, a copy
of which is attached as Exhibit 3.1 hereto.
On
October 12, 2007, upon effectiveness of the merger, we adopted new Bylaws,
which
are substantially identical to the Bylaws of pre-merger Xcorporeal, a copy
of
which is attached as Exhibit 3.2 hereto.
Additional
information is included in the information statement which is incorporated
herein by reference, including under "Charter Amendments" on page
32.
| Item
5.05 |
Amendments
to Registrant's Code of Ethics, or Waiver of a Provision of the Code
of
Ethics
|
On
October 12, 2007, upon effectiveness of the merger described in Item 2.01 which
is incorporated by reference in this item, we adopted a new Code of Ethics,
which is substantially identical to the Code of Ethics of pre-merger Xcorporeal.
A copy of our Code of Ethics is attached as Exhibit 14.1 hereto.
| Item
5.06 |
Change
in Shell Company Status
|
On
October 12, 2007, as a result of the completion of the merger described in
Item
2.01 which is incorporated by reference in this item, we are no longer a shell
company. Additional information, including the material terms of the
transaction, is included in the information statement, which is incorporated
herein by reference.
| Item
7.01 |
Regulation
FD Disclosure
|
On
October 15, 2007 we issued a press release regarding the effectiveness of the
merger, a copy of which is furnished as Exhibit 99.1 hereto.
A
letter
from our Executive Chairman is furnished as Exhibit 99.2 hereto.
Additional
information concerning the company is available on our website at
http://xcorporeal.com.
Unless
otherwise required by law, we disclaim any obligation to release publicly any
updates or any changes in expectations, or any change in events, conditions
or
circumstances on which any forward-looking statements are based.
We
are a
medical device company developing an innovative extra-corporeal
platform
of products that may be used in devices to replace the function of various
human
organs. The platform leads to three initial products; devices for home and
hospital renal replacement therapy (RRT) and the Wearable Artificial Kidney
(WAK). These devices will seek to provide patients with improved, efficient
and
cost effective therapy.
The
success of our business is subject to risks and uncertainties,
including
those
set forth under "Risk Factors" beginning on page 15 of the information statement
which is incorporated herein by reference.
As
of
October 12, 2007,
following effectiveness of the merger, our Standard Industrial Classification
(SIC) Code is 3845
Electromedical and Electrotherapeutic Apparatus,
and the
CUSIP number for shares of our common stock is 98400 P 104.
As
of
October 15, 2007, shares of our common stock are quoted on the OTC Bulletin
Board under the new symbol XCPL.
| Item
9.01 |
Financial
Statements and Exhibits
|
| (a) |
Financial
Statements of Business
Acquired
|
Interim
Financial Statements of pre-merger Xcorporeal for the six and three-month
periods ended June 30, 2007 are included on
pages
F-1 through F-9 of the information statement, which is incorporated herein
by
reference.
Audited
Financial Statements of pre-merger Xcorporeal for the years ended December
31,
2006, and December 31, 2005,
are
included on pages F-10 through F-26 of the information statement, which is
incorporated herein by reference.
| 3.1 |
Amended
and Restated Certificate of
Incorporation
|
| 3.3 |
Certificate
of Merger of XC Acquisition Corporation with and into Xcorporeal,
Inc.
|
| 3.4 |
Amended
and Restated Certificate of Incorporation of Xcorporeal, Inc. (now
Xcorporeal Operations, Inc.)
|
| 4.1 |
Specimen
of common stock certificate
|
| 23.1 |
Consent
of BDO Seidman, LLP
|
| 23.2 |
Consent
of Amisano Hanson, Chartered
Accountants
|
| 99.1 |
Press
release dated October 15, 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.
XCORPOREAL,
INC.
Date: October
15, 2007
Robert
Weinstein
Chief
Financial Officer