SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 16, 2000
LEISUREPLANET HOLDINGS, LTD.
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(Exact Name of Registrant as Specified in Charter)
Bermuda 0-27494 Not Applicable
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
6100 Glades Road, Suite 305, Boca Raton, Florida 33434
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 479-0040
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition of Assets.
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On November 16, 2000, Leisureplanet Holdings, Ltd. (the "Company")
acquired, through a wholly-owned subsidiary, certain of the assets of goracing
Interactive Services, Inc. The acquisition was effected pursuant to an Asset
Purchase Agreement, dated November 16, 2000 (the "Purchase Agreement") among
Action Performance Companies, Inc., an Arizona corporation, goracing Interactive
Services, Inc., an Arizona corporation ("Seller"), the Company and Fantasy
Sports, Inc., a Delaware corporation, and a wholly owned subsidiary of the
Company, for an aggregate purchase price of $4,200,000 in cash, $3,950,000 of
which was immediately paid to Seller and $250,000 of which was placed into an
Escrow account for a period of one year and which may be withdrawn from the
Escrow Account to pay for any liabilities of Seller to the Company pursuant to
the terms of the Agreement. The final purchase price was generated from internal
funds of the Company and was determined through arms length negotiations with
the Seller.
Seller had been involved in the business of operating participatory
fantasy sports games, including fantasy NASCAR and fantasy college football
games, all of which offered weekly and seasonal cash prizes.
The description of the Purchase Agreement discussed above is
qualified in its entirety by reference to such agreement, which is attached as
an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of business acquired: Not
applicable.
(b) Pro forma financial statements: Not applicable.
(c) Exhibits:
2. Asset Purchase Agreement, dated as of
November 16, 2000, among Action Performance
Companies, Inc., Seller, the Company and
Fantasy Sports, Inc.
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SIGNATURE
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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 thereunto duly authorized.
LEISUREPLANET HOLDINGS, LTD.
Date: December 1, 2000 By: /s/ Clive Kabatznik
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Clive Kabatznik
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2. Asset Purchase Agreement, dated as of November 16, 1999, among
Action Performance Companies, Inc., Seller, the Company and Fantasy
Sports, Inc.
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