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 31, 2008
Online Vacation Center Holdings Corp.
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(Exact name of registrant as specified in its charter)
Florida 0-32137 65-0701352
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1801 N.W. 66th Avenue, Plantation, Florida 33313
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 377-6400
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Not applicable
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(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 (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))
Item 1.01 Entry Into a Material Definitive Agreement
On March 31, 2008, Online Vacation Center Holdings Corp. ("ONVC") completed the
sale of its wholly owned subsidiary, Phoenix International Publishing LLC
("Phoenix"), to Simon Todd, pursuant to the terms of an Acquisition Agreement,
dated March 31, 2008, by and among Online Vacation Center Holdings Corp., a
Florida corporation, Phoenix International Publishing LLC, a Delaware limited
liability corporation, and Simon Todd.
Pursuant to the Acquisition Agreement, ONVC received 1,250,000 shares of ONVC
common stock from Simon Todd at closing. Upon execution of the Acquisition
Agreement, Mr. Todd resigned as Vice President of ONVC. Prior to the acquisition
of Phoenix by ONVC, Mr. Todd was the owner, sole member, and President of
Phoenix. ONVC acquired Phoenix from Simon Todd on August 31, 2006 for 1,450,000
shares of ONVC common stock.
The foregoing description of the Acquisition Agreement and the transaction
consummated thereby is qualified in its entirety by reference to the Acquisition
Agreement attached as Exhibit 2.1 hereto and the press release attached as
Exhibit 99.1 hereto, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 31, 2008, Online Vacation Center Holdings Corp. completed the sale of
its wholly owned subsidiary, Phoenix International Publishing LLC, to Simon
Todd, pursuant to the terms of an Acquisition Agreement, dated March 31, 2008,
by and among Online Vacation Center Holdings Corp., a Florida corporation,
Phoenix International Publishing LLC, a Delaware limited liability corporation,
and Simon Todd. The information set forth in Item 1.01 above is incorporated
into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Acquisition Agreement, dated March 31, 2008, by and among Online Vacation
Center Holdings Corp., Phoenix International Publishing LLC, and Simon
Todd.
99.1 Press Release dated March 31, 2008
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2008 ONLINE VACATION CENTER HOLDINGS CORP.
BY: /s/ EDWARD B. RUDNER
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Edward B. Rudner
Chief Executive Officer
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