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 12, 2007


 

INTAC INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or Other jurisdiction
of Incorporation)

 

000-32621
(Commission File Number)

 

98-0336945
(IRS Employer
Identification No.)

 

Unit 6-7, 32/F., Laws Commercial Plaza

788 Cheung Sha Wan Road

Kowloon, Hong Kong

(Address of principal executive offices, including zip code)

011 (852) 2385-8789

(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:

x

 

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




ITEM 8.01.                                    Other Events.

On July 13, 2007, INTAC International, Inc.  (the “Company”) issued a press release announcing that it has established a meeting date of August 13, 2007 for a special meeting of shareholders.  The stockholders of record of the Company as of the close of business on July 10, 2007 will be entitled to vote at the special meeting on proposals to adopt the previously announced merger agreement among the Company, HowStuffWorks, Inc., HSW International, Inc. and HSW Merger Corporation and the previously announced share purchase agreement among the Company, INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Wei Zhou, and Cyber Proof Investments Ltd.

Intac also announced that on July 12, 2007, the Securities and Exchange Commission declared effective the registration statement on Form S-4 containing the proxy statement/prospectus.  INTAC began mailing a definitive proxy statement/prospectus on or about July 12, 2007 to all of the shareholders entitled to vote at the special meeting.  A registered shareholder may vote in person at the special meeting or vote by proxy.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.                                    Financial Statements and Exhibits.

(d)

 

Exhibits.  The following exhibits are filed herewith:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 13, 2007.

 

2




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.

INTAC INTERNATIONAL, INC.

 

 

 

By:

/s/ J. David Darnell

 

 

 

Name:

J. David Darnell

 

 

Title:

Senior Vice President and Chief Financial

 

 

 

Officer

Dated:  July 13, 2007

3




EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 13, 2007.

 

4



Exhibit 99.1

INTAC INTERNATIONAL, INC. ESTABLISHES MEETING DATE FOR SPECIAL
MEETING OF STOCKHOLDERS RELATING TO MERGER WITH HSW
INTERNATIONAL, INC.

Hong Kong, July 13, 2007 – INTAC International, Inc. (NASDAQ: INTN / FSE: WKN 805768) (“INTAC”), an emerging provider of educational and career development services and software for educational institutions and a distributor of wireless handset products in China, announced today that it will hold a special meeting of shareholders on August 13, 2007 at 10:00 a.m. (eastern daylight saving time).  As previously announced, INTAC shareholders of record at the close of business on July 10, 2007 will be entitled to vote at the special meeting on proposals to adopt the previously announced merger agreement among the Company, HowStuffWorks, Inc., HSW International, Inc. and HSW Merger Corporation and to approve the previously announced sale of INTAC’s wireless handset distribution business to Cyber Proof Investments Ltd.

INTAC also began the mailing of a definitive proxy statement/prospectus to all of its shareholders entitled to vote at the special meeting.  On July 12, 2007, the Securities and Exchange Commission (“SEC”) declared effective the registration statement on Form S-4 containing the proxy statement / prospectus.  A registered shareholder may vote in person at the special meeting or vote by proxy.  The definitive proxy statement/prospectus contains important information about the merger and sale of the wireless distribution business.  Stockholders are urged to read the proxy statement/prospectus when it becomes available.

About INTAC International, Inc.

INTAC International, Inc. is a leading provider of integrated educational and career development services as well as management software products for educational institutions in China. INTAC International is also engaged in the distribution of premium brand wireless handset products. INTAC is a Nevada corporation and is headquartered in Hong Kong.

Forward-Looking Statements

This press release contains “forward-looking statements,” including, among other statements, statements regarding the proposed business combination between INTAC and HSW International, Inc. and the proposed sale of INTAC’s wireless distribution business. Statements made in the future tense, and words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will”, “may” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of INTAC. Relevant risks and uncertainties include those referenced in INTAC’s filings with the SEC (which can be obtained as described in “Additional Information” below), and include but are not limited to: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; governmental laws and regulations. Risks and uncertainties relating to the proposed business combination and/or the proposed sale of the wireless handset distribution business




include but are not limited to: required regulatory approvals will not be obtained in a timely manner, if at all; the proposed transactions will not be consummated; the anticipated benefits of the proposed transactions will not be realized; and the integration of HSW International, Inc.’s operations with INTAC will be materially delayed or will be more costly or difficult than expected. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. INTAC assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

Additional Information

This press release is not a substitute for the proxy statement/prospectus and any other documents filed or to be filed by INTAC and HSW International, Inc. with the SEC. Investors and stockholders are urged to read such proxy statement/prospectus and any other such documents which contain important information about the proposed transactions. The proxy statement/prospectus and other documents filed or to be filed by INTAC and HSW International, Inc. with the SEC are or will be available free of charge at the SEC’s website (http://www.sec.gov) or from INTAC by directing a request to: J. David Darnell, Senior Vice President and Chief Financial Officer of INTAC International at 469/916-9891 or david.darnell@intac-asia.com.

INTAC, HSW International, Inc. and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger and sale of the wireless handset distribution business. Information about INTAC’s directors and executive officers is available in INTAC’s proxy statement, dated February 15, 2006 for its 2006 annual meeting of stockholders. Additional information about the interests of potential participants is included in the proxy statement/prospectus filed or to be filed with the SEC.

For Further Investor Information:

 

J. David Darnell

 

Senior Vice President & Chief Financial Officer

 

INTAC International

 

PH: (469) 916-9891

 

david.darnell@intac-asia.com

 

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