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
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April 1, 2009
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Ideation Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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001-33800
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77-0688094 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 1105 N. Market Street, Suite 1300, Wilmington, Delaware
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19801 |
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(Zip Code) |
(310) 694-8150
(Registrant’s Telephone Number, Including Area Code)
(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):
x Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other Information.
On
April 1, 2009, Ideation Acquisition Corp. (“Ideation”) and
SearchMedia International Limited (“SearchMedia”) announced
that they have entered into an Agreement and Plan of Merger,
Conversion and Share Exchange.
Ideation and SearchMedia will host a conference call on Thursday, April 2, 2009 at 8:30 a.m.
Eastern daylight time to discuss the merger. Live audio of the conference
call will be available by dialing (800) 348-6630 (United States) or (706) 679-7451 (International)
and by referencing Conference Code: 93328223. A phone replay will be available until April 16,
2009 at midnight Eastern daylight time by dialing (800) 642-1687 (United States) or (706) 645-9291
(International) and by referencing Conference Code: 93328223.
A copy of the slides to be presented during the conference call is attached as
Exhibit 99.1 to this report.
Participation
in Solicitation/Additional Information
In connection with the proposed transaction, Ideation and ID Arizona Corp. filed a preliminary
Proxy Statement/Prospectus with the Securities and Exchange Commission on March 31, 2009, which is
subject to review by the SEC. A definitive Proxy Statement/Prospectus will be mailed to Ideation
stockholders. INVESTORS AND SECURITY HOLDERS OF IDEATION ARE URGED TO READ A DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC
by Ideation through the website maintained by the SEC at www.sec.gov
under the registrant names Ideation and “ID
Arizona Corp.” Free copies of the Registration Statement and the Proxy Statement/Prospectus (when
available) and other documents filed with the SEC can also be obtained by directing a request to
Ideation, 1105 N. Market Street, Suite 1300, Wilmington, Delaware 19801.
Ideation, SearchMedia and their respective directors, executive officers, affiliates and other
persons may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Ideation’s directors and executive officers is available in its
Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on
March 20, 2009, and information regarding SearchMedia’s directors and executive officers is
available in Ideation’s and ID Arizona Corp.’s preliminary Proxy Statement/Prospectus, which was
filed with the SEC on March 31, 2009, and can be found on the SEC website at www.sec.gov under the
registrant name “ID Arizona Corp.” Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the preliminary Proxy Statement/Prospectus and other relevant
materials to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
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| Exhibit No. |
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Description |
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99.1
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Investor Presentation Slides. |
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