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): March 17, 2006
CYTATION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 00114800 16-0961436
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
4902 EISENHOWER BLVD., SUITE 185, TAMPA, FL 33634
(Address of Principal Executive Offices) (Zip Code)
(813) 885-5998
(Registrant's Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report)
Check the appropriate box below of the Form 8-K if the 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)).
Unless otherwise indicated or the context otherwise requires, all
references below in this Report on Form 8-K to "we," "us" and the "Company" are
to Cytation Corporation, a Delaware corporation, together with its wholly-owned
subsidiaries, DeerValley Acquisitions Corp., a Florida corporation, and Deer
Valley Homebuilders, Inc., an Alabama corporation. Specific discussions or
comments relating to Cytation Corporation will reference the "Company," those
relating to DeerValley Acquisitions Corp. will reference "DVA", and those
relating to Deer Valley Homebuilders, Inc. will be referred to as "Deer Valley."
ITEM 3.02 SALE OF UNREGISTERED SECURITIES.
The Company issued, in satisfaction of that certain Interest Bearing
Non-Convertible Installment Promissory Note, in the original principal amount of
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000), together with
interest accruing thereon, (a) 150,000 shares of its Series A Convertible
Preferred Stock, (b) Series A Common Stock Purchase Warrants entitling the
holder to purchase up to an aggregate of 200,000 shares of its Common Stock at
an exercise price of one dollar and fifty cents ($1.50) per share, and (c)
Series B Common Stock Purchase Warrants entitling the holder to purchase up to
an aggregate of 100,000 shares of its Common Stock at an exercise price of two
dollars and twenty five cents ($2.25) per share (the "Debt Exchange").
The issuance of the Series A Convertible Preferred Stock, Series A
Warrants, and Series B Warrants were exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act
for transactions not involving a public offering and Rule 506 promulgated by the
United States Securities and Exchange Commission under the Securities Act of
1933, as amended. Such securities were issued only to institutional or
accredited investors.
Midtown Partners & Co., LLC ("Midtown Partners"), an SEC and NASD
registered broker dealer, acted as the placement agent for the Company in
connection with the debt exchange and issuance of Series A Convertible Preferred
Stock. Midtown Partners is located in Tampa, Florida. In connection with the
Debt Exchange, Midtown Partners is entitled to receive cash commissions equal to
$150,000, plus non-accountable expense payments, and (a) a Series BD-1 Common
Stock Purchase Warrant entitling Midtown Partners to purchase 20,000 shares of
the Company's common stock at an exercise price of seventy five cents ($.75)
per share, (b) a Series BD-2 Common Stock Purchase Warrant entitling Midtown
Partners to purchase 20,000 shares of the Company's common stock at an exercise
price of one dollar and fifty cents ($1.50) per share, and (c) a Series BD-3
Common Stock Purchase Warrants entitling Midtown Partners to purchase 10,000
shares of the Company's common stock at an exercise price of two dollars and
twenty five cents ($2.25) per share.
The issuance of the Series BD Warrants to Midtown Partners was exempt from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) of the Act for transactions not involving a public
offering and Rule 506 promulgated by the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended. Such securities were
issued only to institutional or accredited investors.
The Debt Exchange resulted in the cancellation of debt and did not result
in cash proceeds to the Company.
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.
CYTATION CORPORATION
By: /s/ Charles G. Masters
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Name: Charles G. Masters
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Title: President, Chief Executive Officer
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Dated: March 23, 2006