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) July 14, 2000
HERTZ TECHNOLOGY GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 00-21679 13-3896069
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
75 Varick Street, New York, New York 10013
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 634-4000
NA
(Former name or former address, if changed since last report)
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Item 1: Changes in Control
On July 14, 2000, the Registrant entered into an Agreement and Plan of Merger
with A Sure eCommerce, Inc, a privately held Nevada corporation, pursuant to
which that corporation is to be merged into a subsidiary of the Registrant.
Under the agreement, each of the 3,955,685 shares of common stock of A Sure
eCommerce will be converted into the right to receive one share of Hertz
Technology Group in a merger transaction. The combination will be accounted for
as a purchase. After the merger, A Sure eCommerce shareholders will own
approximately two-thirds of the outstanding common stock of the combined
companies. Under the Agreement and Plan of Merger, A Sure will be entitled to
designate the size and composition of the Registrant's board of directors
following the merger.
On the closing of the merger, GEM Global Yield Fund Limited, a UK private equity
fund, is to purchase $5,000,000 in convertible preferred stock and common stock
purchase warrants from the combined company.
The merger is conditioned upon, among other things, approval by the stockholders
of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
HERTZ TECHNOLOGY GROUP, INC.
By: /s/ Eli E. Hertz
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Eli E. Hertz, Chairman, President and
Chief Executive Officer
Dated: July 31, 2000
Exhibits
2 Agreement and Plan of Merger dated as of July 13, 2000.
