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):
July
31,
2007
__________
SIELOX,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE
OR
OTHER JURISDICTION OF INCORPORATION)
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000-29423
(COMMISSION
FILE NUMBER)
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04-3551937
(I.R.S.
EMPLOYER IDENTIFICATION NO.)
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170
East Ninth Avenue
Runnemede,
New Jersey 08078
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
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(856)
861-4579
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
Dynabazaar,
Inc.
888
Seventh Avenue, 17th Floor
New
York,
New York 10019
(FORMER
NAME OR 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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of Assets
Effective
July 31, 2007, pursuant to
the Amended and Restated Agreement and Plan of Merger, dated as of February
26,
2007, as amended (the “Merger Agreement”), by and among Dynabazaar, Inc.
(“Dynabazaar” or the “Company”), L Q Corporation, Inc. (“L Q Corporation”) and
LQ Merger Corp. (“LMC”), LMC was merged with and into L Q Corporation, with L Q
Corporation continuing as the surviving corporation and a wholly-owned
subsidiary of the Company. Immediately following the merger, the name
of the Company was changed from “Dynabazaar, Inc.” to “Sielox, Inc.” as
described below in Item 5.03.
By
virtue of the merger, L Q
Corporation stockholders have the right to receive 3.68 shares of the Company’s
common stock, par value $0.001 per share, for each share of L Q Corporation
common stock they own as of the effective time of the merger. Cash
will be paid in lieu of fractional shares of the Company’s common
stock. Additionally, each outstanding option to purchase L Q
Corporation common stock has been assumed by the Company and now represents
an
option to acquire shares of common stock of the Company, subject to the
applicable conversion ratio, on the terms and conditions set forth in the
Merger
Agreement.
The
Company’s common stock will trade
on the Over-The-Counter Bulletin Board under a new symbol, which will be
announced promptly following its issuance by Nasdaq. Following the
consummation of the merger, the L Q Corporation common stock was delisted
from
the Over-The-Counter Bulletin Board.
The
issuance of the Company common
stock in connection with the merger, as described above, was registered under
the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a
registration statement on Form S-4 (File No. 333-143575), filed with the
Securities and Exchange Commission (“SEC”) on June 20, 2007 and declared
effective on June 21, 2007. The joint proxy statement/prospectus
included in the registration statement contains additional information about
the
merger and the related transactions. Additional information about the
merger is also contained in Current Reports on Form 8-K filed by the Company
and
by L Q Corporation.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
July 31, 2007, in connection with
the Merger Agreement and as approved at the special meeting of stockholders
of
the Company on July 26, 2007, the Company adopted amendments to its fifth
amended and restated certificate of incorporation (the “Certificate of
Incorporation”) to change the name of the Company to “Sielox, Inc.” and to
remove the classification of the board of directors. The Certificate
of Amendment to the Certificate of Incorporation of the Company is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of business acquired.
(b) Pro
Forma Financial Information
The
pro
forma financial information required by this item is not being filed
herewith. To the extent such information is required by this item, it
will be filed with the SEC by amendment to this Form 8-K no later than
71 days after the date on which this Form 8-K is required to be
filed.
(d) Exhibits
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3.1
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Form
of Fifth Amended and Restated Certificate of Incorporation of
Sielox, Inc.
(incorporated herein by reference to Sielox, Inc.’s Annual Report on Form
10-K, as amended, filed with the SEC on April 4,
2007).
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3.2 Certificate
of Amendment to Certificate of Incorporation of Sielox, Inc., effective
as of
July 31, 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.
SIELOX,
INC.
Dated: August
1,
2007 By: /s/
Melvyn
Brunt
Melvyn
Brunt
Chief Financial
Officer
EXHIBIT
INDEX
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3.1
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Form
of Fifth Amended and Restated Certificate of Incorporation of Sielox,
Inc.
(incorporated herein by reference to Sielox, Inc.’s Annual Report on Form
10-K, as amended, filed with the SEC on April 4,
2007).
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3.2
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Certificate
of Amendment to Certificate of Incorporation of Sielox, Inc., effective
as
of July 31, 2007.
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