Footstar Inc Watch

from 8-K 4 pages Whereas, the Respective Boards of Directors of Footstar and Xstelos Have Adopted This Agreement and the Transactions Contemplated Hereby, Including (I) the Reorganization of Footstar by a Contribution of All of Its Assets To, and Assumption of All of Its Liabilities By, Xstelos in Consideration for All of the Issued and Outstanding Shares of Xstelos Common Stock, Par Value $0.01 Per Share (The “Xstelos Common Stock”), and (II) Promptly Following the Declaration of Effectiveness of the Registration Statement (As Defined Below), Footstar Will Distribute (The “Distribution”) All Issued and Outstanding Shares of Common Stock to Stockholders of Footstar Common Stock (The “Footstar Common Stock”) as of the Distribution Record Date (The “Record Date”) on Pro Rata One-For-One Basis; Whereas, It Is the Intention of the Parties Hereto That the Transactions Contemplated by This Agreement Shall Constitute a Tax-Free Transaction Under Section 368 of the Internal Revenue Code of 1986, as Amended (The “Code”), and the Rules and Regulations Promulgated Thereunder. Now, Therefore, in Consideration of the Premises and the Mutual Representations, Warranties, Covenants and Agreements Hereinafter Set Forth, the Parties Hereto Hereby Agree as Follows: 1. Contribution of Assets and Issuance of Shares

from 8-K 74 pages Agreement and Plan of Merger by and Among Fcb I Holdings Inc., Fcb I Acquisition Corp. and Cpex Pharmaceuticals, Inc. Dated as of January 3, 2011

from DEFA14A 2 pages Plan of Complete Liquidation of Footstar, Inc

from 8-K 2 pages Plan of Complete Liquidation of Footstar, Inc

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K >50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K >50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~1 page Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K 78 pages Proposed Disclosure Statement for Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

from 8-K 43 pages Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

from 10-12B/A ~20 pages Plan of reorganization, merger, acquisition or similar