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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):
JUNE 5, 1997
ONEWAVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-20789 04-3249618
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) dentification No.)
ONE ARSENAL MARKETPLACE, WATERTOWN, MASSACHUSETTS 02172
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 923-6500
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
(B) INFORMATION REQUIRED BY ITEM 403(C) OF REGULATION S-K.
On June 5, 1997, Avix Ventures, L.P. ("Avix") finalized its purchase of
7,748,871 shares of Common Stock, $ .001 par value per share ("Stock"), of the
Registrant formerly held by Sundar Subramaniam, Appleby Trust, Legacy Investment
Partnership, and J&S Limited Partnership (the "Selling Shareholders"). To the
best of Registrant's knowledge, the purchase of such shares was consummated in
accordance with the terms and conditions of an agreement executed on April 22,
1997, as previously reported in Current Report on Form 8-K filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on May
5, 1997 ("Prior Form 8-K"). The information relating to the purchase of shares
by Avix from the Selling Shareholders as disclosed in such Prior Form 8-K is
hereby incorporated herein by reference in its entirety. As a result of the
surrender of Stock held by Mr. Klaus P. Besier (as described in Item 5 below),
Avix is deemed to have beneficial ownership of 55.1% of the outstanding shares
of Stock of the Registrant. Messrs. Kevin Azzouz and Lennart Mengwall,
principals of Avix, have been appointed as Directors of the Registrant.
ITEM 5. OTHER EVENTS.
Effective as of June 9, 1997, Mr. Klaus P. Besier and Mr. Mark J. Gallagher
resigned from their positions with the Registrant. Mr. Besier had been the
Registrant's Chairman, CEO and President. Mr. Gallagher had been the
Registrant's Chief Financial Officer and Treasurer. Immediately upon such
resignations, Mr. Lennart Mengwall was elected as the Registrant's Chairman, and
Mr. Kevin Azzouz was appointed as the Registrant's acting CEO, President and
Treasurer.
On June 6, 1997, Mr. Klaus P. Besier surrendered to the Registrant 960,000
shares of Stock in repayment of a loan previously made to Mr. Besier by the
Registrant to satisfy certain tax liabilities of Mr. Besier. Information
concerning this loan is disclosed on page 15 of the Registrant's Annual Report
on Form 10-K filed with the Commission on March 28, 1997, which information is
hereby incorporated by reference.
On June 9, 1997, the Registrant executed a reduction in its workforce, and gave
notice of termination to approximately 45 employees. This reduction affected
all departments within the Registrant.
EXHIBITS
1. Stock Purchase Agreement among Avix and the Selling Shareholders dated as of
April 22, 1997 (incorporated by reference from Schedule 13D dated May 2, 1997
filed on behalf of Sundar Subramaniam, Legacy Investment Partnership, John J.
Donovan, Jr., James H. Donovan, Carolyn S. Donovan, Maureen D. Lantz, Rebecca
M. Donovan, J&S Limited Partnership, Controller Corp., Inc., John J. Donovan,
Sr., and Harrington Trust Limited, as Trustee of The Appleby Trust).
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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.
Date: June 20, 1997 ONEWAVE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: General Counsel & Secretary
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