Current Report on Form 8-K dated December 27, 2005
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):
December
27, 2005 (December 22, 2005)
FastFunds
Financial Corporation
(Exact
name of registrant as specified in charter)
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Nevada
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333-1026D
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87-0425514
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(IRS
employer identification number)
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11100
Wayzata Boulevard, Suite 111
Minnetonka,
MN 55305
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code: (952)
541-0455
n/a
(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:
[
]
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
1.01 Entry
into a Material Definitive Agreement.
On
December 22, 2005, FastFunds Financial Corporation (the “Company”) entered into
an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the
Company, Chex Services Inc. (“Chex”), a wholly owned subsidiary of the Company,
and Game Financial Corporation (“Game Financial”), pursuant to which Chex agreed
to sell substantially all of its assets related to its cash-access financial
services business to Game Financial for cash consideration of approximately
Fourteen Million Dollars ($14,000,000) and certain potential other future
consideration.
In
connection with the Asset Purchase Agreement, the Company and Chex will enter
into a Transition Services Agreement with Game Financial upon closing the
transaction (the “Transition Services Agreement”). Under the proposed Transition
Services Agreement, the Company and Chex will provide certain services to Game
Financial to ensure a smooth transition of the cash-access financial services
business. The Company’s majority shareholder, Equitex, Inc. (“Equitex”), will
serve as a guarantor of FastFund’s and Chex’s performance obligations under the
Transition Services Agreement. In addition, Equitex entered into a Guaranty
Agreement with Game Financial (the “Guaranty Agreement”) unconditionally
guaranteeing the performance of the Company’s and Chex’s obligations under the
Asset Purchase Agreement. Furthermore, each of the Company and Equitex entered
into Voting Agreements with Game Financial by which the Company and Equitex
agreed to vote, as shareholder of Chex, and the Company, respectfully, in favor
of the sale of the Chex assets to Game Financial.
On
December 23, 2005, the Company issued a press release announcing the Asset
Purchase Agreement, which press release is attached to this report as Exhibit
99.1. The parties anticipate completing the transaction during the first quarter
of 2006, subject to customary closing conditions.
Item
9.01 Financial
Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
10.1 Asset
Purchase Agreement dated as of December 22, 2005, by and among FastFunds
Financial Corporation, Chex Services, Inc. and Game Financial Corporation.
(Filed
herewith)
10.2 The
Voting Agreement dated as of December 22, 2005, by and between FastFunds
Financial Corporation and Game Financial Corporation. (Filed
herewith)
99.1 Press
Release issued by FastFunds Financial Corporation dated December 23, 2005.
(Filed
herewith)
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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FASTFUNDS
FINANCIAL CORPORATION
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Date:
December 27, 2005
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By:
/s/
Ijaz Anwar
Ijaz
Anwar, Chief
Financial Officer
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