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): AUGUST 31, 2000
DYNAMIC INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
NEVADA 0-21475 93-1215401
(State of incorporation) (Commission File No.) (IRS Employer Identification No.)
c/o Emergent Management Company, LLC
375 Park Avenue, 36th Floor
New York, New York 10152
------------------------
(Address of Principal Executive Offices)
Registrant's telephone number: (212) 813-9700
58 Second Avenue
Brooklyn, New York 11215
------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On August 31, 2000, Registrant issued an aggregate of 39,755,178 shares of
its common stock, representing a 90% equity interest in Registrant immediately
subsequent to such issuance, to the several members of Emergent Ventures, LLC
("Emergent Ventures"), a Delaware limited liability company that had theretofore
engaged in the business of acquiring equity interests in technology businesses
with significant Internet features and applications, in exchange for all of the
then outstanding membership interests in Emergent Ventures (collectively, the
"Equity Transfer Transaction"), all pursuant to an Equity Transfer and
Reorganization Agreement dated as of August 10, 2000 (the "Agreement") by and
among Registrant, Marton B. Grossman ("M. Grossman"), Isaac Grossman, Emergent
Management Company, LLC ("Emergent Management") and the several holders of
membership interests in Emergent Ventures.
Upon consummation of the Equity Transfer Transaction, Emergent
Management, which had theretofore owned an approximately 57% equity interest in
Emergent Ventures, became the beneficial owner of 22,718,383 shares of
Registrant's common stock, representing an approximately 51% equity interest in
Registrant. Daniel Yun and Mark Waldron beneficially own all of the outstanding
equity interests in Emergent Management.
As contemplated by the Agreement, each of Registrant's directors other
than M. Grossman resigned immediately prior to the consummation of the Equity
Transfer Transaction. M. Grossman thereupon elected each of Daniel Yun and Mark
Waldron as directors of Registrant. Messrs. Yun and Waldron, who now comprise a
majority of Registrant's directors, also now serve as Registrant's executive
officers.
Prior to the completion of the Equity Transfer Transaction, M. Grossman
beneficially owned approximately 64% of the Registrant's common stock.
The description of the Agreement and of the transactions contemplated
thereby set forth herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which is filed as
Exhibit 4.1 hereto and incorporated herein by reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) As a result of the Equity Transfer Transactions, the Registrant has become
the owner of all of the outstanding equity interests in Emergent Ventures and,
accordingly, the Registrant has acquired the business and assets of Emergent
Ventures. The assets of Emergent Ventures are comprised of significant equity
interests in early stage technology companies. Emergent Ventures had previously
focused on the acquisition of equity interests in technology businesses with
significant Internet features and applications. Registrant will continue to
focus on such Internet businesses, as well as upon a broad range of other
technology-oriented businesses. Registrant intends to promote the development of
these businesses by offering business development services that cover core
management disciplines such as strategic consulting, finance, business
development and public relations. In addition, Registrant will seek to apply the
experience of both its new management team and their affiliates and advisors to,
among other matters, review and formulate business models, create performance
benchmarks, provide introductions to strategic partners, and advise on, and
facilitate the completion of, additional rounds of financing for their network
companies.
<PAGE>
On August 31, 2000, pursuant to and in accordance with the Agreement,
prior to the consummation of the Equity Transfer Transaction, the Registrant
transferred all of its assets (which related to the design, marketing and sale
of sports and exercise equipment) to a newly-formed corporation that was
wholly-owned by Registrant ("Newco") and Newco assumed all of the liabilities of
Registrant (other than outstanding bank debt in the amount of $250,000).
Immediately following such transfer of assets and assumption of liabilities and
immediately prior to the consummation of the Equity Transfer Transaction,
Registrant transferred to its stockholders, on a pro-rata basis, all of the
issued and outstanding shares of common stock of Newco.
As described in Item 1 above, M. Grossman continues to serve as a
director of Registrant. In addition, immediately following the consummation of
the Equity Transfer Transaction, M. Grossman was the beneficial owner of
approximately 6.4% of the voting securities of Registrant.
The description of the Agreement and of the transactions contemplated
thereby set forth herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which is filed as
Exhibit 4.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired:
The financial statements required by Item 7(a) relative to the acquired
business described in Item 2 will be filed under cover of Form 8-K/A as soon
as is practicable but not later than November 14, 2000.
(b) Pro Forma Financial Information:
The pro forma financial information required by Item 7(b) relative to
the acquired business described in Item 2 will be filed under cover of Form
8-K/A as soon as is practicable but not later than November 14, 2000.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Equity Transfer and Reorganization Agreement, dated as
of August 10, 2000, by and among the Registrant,
Marton B. Grossman, Isaac Grossman, Emergent
Management Company, LLC and the holders of membership
interests of Emergent Ventures, LLC
<PAGE>
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 thereunto duly authorized.
Dated: September 15, 2000
DYNAMIC INTERNATIONAL, LTD.
By: /s/ Daniel Yun
------------------
Daniel Yun
Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT NAME
----------- ------------
4.1 Equity Transfer and Reorganization
Agreement, dated as of August 10, 2000
by and among Dynamic International,
Ltd., Marton B. Grossman, Isaac
Grossman, Emergent Management Company,
LLC, and the holders of membership
interests of Emergent Ventures, LLC
listed on the signature page thereof
