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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): January 7, 2000
Enter Tech Corp.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-21241 84-1349553
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
430 East 6th Street, Loveland, Colorado 80537
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (970) 669-5292
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 7, 2000, Enter Tech Corp., a Nevada corporation, Shopping
Mall On-line, Inc., a Washington corporation, and Robert Pratt entered into an
agreement, pursuant to which, among other things, Enter Tech acquired eighty
percent of the outstanding common stock of Shopping Mall On-line from Mr. Pratt.
Shopping Mall On-line is developing a concept for an Internet shopping mall and
related e-commerce technology. The total consideration for the acquisition of
the common stock of Shopping Mall On-line is 2.4 million shares of Enter Tech
common stock.
The agreement also provides that if for any reason Enter Tech's common
stock is not trading above a $1.00 bid price at the time the Rule 144
restrictive legend on the stock certificate for the 2.4 million shares of Enter
Tech common stock is removed, Enter Tech will issue additional shares of its
common stock to Mr. Pratt. The value of the additional shares to be issued will
be equal to the difference between $2.4 million and the value of the 2.4 million
shares of common stock issued to Mr. Pratt under the agreement based on the then
existing bid price. The agreement also provides the voting rights with respect
to the common stock of Shopping Mall On-line will remain with Mr. Pratt until
the restrictive legend on the 2.4 million shares of Enter Tech common stock is
removed. If for any reason Enter Tech is declared insolvent or files for
bankruptcy protection after the date of the agreement until the restrictive
legend on the Enter Tech common stock is removed, Shopping Mall On-line will
have the right to rescind the agreement. Shopping Mall On-line has the right
under the agreement to appoint one person at the discretion of Mr. Pratt to the
board of directors of Enter Tech.
Shopping Mall On-line is a private company which prior to the foregoing
transaction was owned solely by Mr. Pratt. Mr. Pratt is also the principal owner
of Integrity Capital, Inc. Integrity Capital provides investor relation services
to Enter Tech including, but not limited to:
o posting information about Enter Tech on Integrity Capital's Web site;
o contacting broker-dealers to discuss Enter Tech's plan of operation;
o assisting Enter Tech with its press releases; and
o introducing Enter Tech to accredited and institutional investors for
Enter Tech's potential financing activities.
The press release announcing this transaction is filed as Exhibit 99.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. The required financial
statements are not currently available. Pursuant to paragraph (a) (4) of Item 7,
the required financial statements will be filed as soon as practicable, but not
later than sixty days after the date this Form 8-K is required to be filed.
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(b) Pro Forma Financial Information. The required pro forma financial
information is not currently available. Pursuant to paragraph (b) (2) of Item 7,
the required pro forma financial information will be filed as soon as
practicable, but not later than sixty days after the date this Form 8-K is
required to be filed.
(c) Exhibits.
10.1 Agreement and Plan of Reorganization dated January 7, 2000 by and
between Enter Tech, Shopping Mall On-line, Inc. and Robert Pratt.
99.1 Press Release of the Enter Tech dated January 10, 2000.
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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: January 20, 2000 Enter Tech Corp.
By: /s/ Sam Lindsey
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Sam Lindsey, President
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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10.1 Agreement and Plan of Reorganization dated January 7, 2000 by
and between Enter Tech, Shopping Mall On-line, Inc. and Robert
Pratt.
99.1 Press Release of the Enter Tech dated January 10, 2000.
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EXHIBIT 10.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, executed this 7th day of
January, 2000, by and between Enter Tech Corporation, a Nevada corporation
("ETC"), Shopping Mall Online, Inc., a Washington Corporation ("SMI"), and
Robert Pratt a resident of the State of Washington ("Stockholders").
WITNESSETH
WHEREAS, Stockholders are the owner of all of the issued and
outstanding stock of SMI, which consists of One Hundred Thousand (100,000)
shares of common stock, .01 par value in the name of Robert Pratt and,
WHEREAS, ETC desires to acquire eighty (80) percent of the issued and
outstanding stock of SMI from the Stockholders solely in exchange for a certain
number of shares of its own common stock, and,
WHEREAS, Stockholders desires to exchange (80) percent of their shares
of SMI in accordance herewith,
NOW THEREFORE, in consideration of the mutual promises herein contained
and for other good and valuable consideration, the parties hereto agree as
follows:
1. Plan of Reorganization: The parties hereto intend that this
Agreement and Plan of Reorganization shall qualify as a tax free reorganization
and exchange of shares pursuant to applicable provisions of the Internal Revenue
Code of 1954, as amended, and the Rules and Regulations promulgated thereunder.
2. Exchange of Shares Pratt: ETC and the Stockholder Robert Pratt agree
that eighty (80) percent of the One Hundred Thousand (100,000) shares of common
voting stock, .01 Par value shall be transferred to ETC in exchange for the
issuance by ETC to Stockholder of a certain number of shares of ETC's common
voting stock, par value $0.001 per share. The number of ETC shares to be issued
to Stockholder shall be determined by the following:
(a) The value of the Shares being exchanged from the Stockholder
is $2,000,000. The SMI shares to be exchanged shall be delivered to ETC,
properly endorsed for transfer, on the Closing Date as the same is hereinafter
defined.
(b) Also on the closing date, the ETC common shares equal to Two
Million Four Hundred Thousand (2,400,000) shall be delivered to the Stockholder
at the value of one ($1) dollars per share in such denominations, amounts and
names as may be requested by the Stockholder within a reasonable time prior
thereto.
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(c) The common shares being exchanged by ETC will be restricted
shares of common stock and will be restricted under rule 144 for a period of
three years. Should the Company merge with another company and exchange ETC
stock the Stockholder will exchange for free trading shares.
(d) If for any reason the common stock is not trading for one ($1)
dollars bid at the time the restrictive legend is removed, ETC will issue
additional free trading shares to make up the difference in the bid to a one
($1) dollar per share value.
(e) Should for any reason ETC shareholders vote to merge or
exchange its stock with another public company all shares transferred through
this Agreement will be treated with equal rights to any shares of other
restricted common stock being exchanged.
(f) The Voting rights in SMI will remain in the names of the
Stockholders until the restrictive legend is removed from the ETC stock being
transferred for the assets of SMI.
4. Default Provisions: If for any reason ETC should be declared
insolvent, or file bankruptcy protection from the date hereof, through the term
the restrictive legend or the legend has qualified to be removed from the shares
issued to the Stockholders, SMI will have the option at its full discretion to
notify ETC by certified mail of the United States Post Office and demand a full
recision of this Agreement by returning an equal amount of stock to ETC that was
exchanged for the eighty (80) percent of SMI. This right of recision will
automatically cancel any and all shares transferred to ETC from SMI and will
automatically cancel any and all shares transferred to SMI from ETC.
5. Management: The management of SMI will remain the same as currently
employed at the discretion of Robert Pratt Stockholder. A management contract
will be issued along with a full stock option plan to the existing management at
the closing hereof.
6. Representations and Warranties of SMI and the Stockholders: SMI and
the Stockholder hereby represent and warrant as follows:
(a) As of the Closing Date, the Stockholder will be the sole owner
of the SMI shares appearing of record in their name, eighty (80) percent of all
such shares will be free and clear of any and all claims, liens and encumbrances
of any kind whatsoever; and they will have the unqualified right to transfer
such shares to ETC.
(b) The shares of SMI constitute duly and validly issued shares
which are and have been fully paid and are nonassessable.
(c) There exist no substantial or material liabilities, either
fixed or contingent, other than contracts or obligations in the usual course of
business; and no such contracts or obligations in the usual course of business
constitute liens or other liabilities which if disclosed, would alter
substantially the financial condition of SMI as reflected in such financial
statements.
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(d) The Stockholder and SMI hereby indemnify and hold harmless ETC
against any and all liability, including tax liability, arising out of
differences between the actual financial condition of SMI and that represented
on the financial statements described above.
(e) Since November 1, 1999, there have not been, and prior to the
closing date will not be any material changes in the financial condition of SMI,
except changes arising in the ordinary course of business.
(f) SMI is not involved in any pending litigation or governmental
or regulatory investigation or proceeding, or otherwise disclosed in writing to
ETC, and, to the best knowledge of SMI and the Stockholder, no litigation,
investigation or proceeding is threatened against SMI.
(g) As of the Closing Date, SMI will be in good standing as a
Washington Corporation.
(h) SMI maintains no employment contracts, or material contracts
of any kind, with any person or entity, and has no existing or projected union
contracts or affiliations.
7. Representations and Warranties of ETC: ETC represents and warrants
as follows:
(a) As of the closing date and at the time of delivery, the ETC
shares to be delivered to the Stockholder will constitute the valid and legally
issued shares of ETC, fully paid and nonassessable, and will be legally
equivalent in all respects to the common stock of ETC issued and outstanding as
of the date hereof.
(b) The officers of ETC are duly authorized to execute this
agreement.
(c) ETC's financial statements dated September 30, 1999, is a true
and complete statement, as of that date, of its financial position. There are no
substantial or material liabilities, either fixed or contingent, not reflected
in such financial statement other than contracts or obligations in the usual
course of business; and no such contracts or obligations in the usual course of
business constitute liens or other liabilities which, if disclosed would alter
substantially the financial condition of ETC as reflected in such financial
statement. ETC would provide to SMI a quarterly financial statement for as long
as the Stockholders hold ETC stock.
(d) Since November 1, 1999, there has been no changes in the
financial position of ETC, except this acquisition that ETC had made.
(e) ETC is not involved in any pending litigation or governmental
or regulatory investigation or proceeding not reflected in such financial
statement or otherwise disclosed in writing to the Stockholders.
(f) As of the closing date, ETC will be in good standing as a
Nevada corporation, and will be duly registered as a foreign corporation
authorized to do business in the State of Colorado.
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(g) The shares of SMI are being acquired by ETC for is own
account, for investment and not with a view towards distribution.
(h) ETC will not under any circumstances encumber, pledge or
hypothesize the assets of SMI in any way for the term that the Stockholders ETC
shares are restricted.
(i) SMI will assign one person at the direction of Robert Pratt to
the board of directors of ETC.
(j) ETC hereby indemnify and hold harmless SMI against any and all
liability, including tax liability, arising out of differences between the
actual financial condition of ETC and that represented on the current financial
statement attached.
8. The Closing and the Closing Date: The closing shall occur at such
location and time in or about Loveland, Colorado as shall be mutually agreeable
to the parties hereto. The closing date shall be January 7, 2000, or such
earlier date as may be mutually agreed upon by the parties, provided all
conditions of the closing have been satisfied by such earlier date.
9. Conditions of Closing: All representations and warranties herein
made or described shall survive the closing. The closing hereof is expressly
made conditional upon the following:
(a) ETC and SMI shall have obtained all necessary approvals of
shareholders and of the respective Boards of Directors of ETC and SMI.
(b) ETC and SMI shall have complied with those provisions of
Colorado law regarding the issuance of shares, and with regard to the transfer
of previously issued shares.
(c) ETC and SMI shall have indicated in writing, each to the
other, that they have examined the financial and legal conditions of the other
party, and that the same is satisfactory as of the closing date hereof.
10. Construction: This agreement has been executed in the State of
Colorado and shall be construed pursuant to the laws thereof.
11. Notices: Any notice which any of the parties hereto may desire to
serve upon any of the other parties hereto shall be in writing and shall be
conclusively deemed to have been received by the party to whom addressed if
mailed, postage prepaid, United States Registered Mail, to the following
Addresses:
ETC Enter Tech Corporation
430 E. 6th St.
Loveland, CO 80537
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Stockholders: Robert Pratt
501 Judson St.
Lynden, WA 98264
SMI Shopping Mall, Inc.
501 Judson St.
Lynden, WA 98264
12. Modification and Assignment: This Agreement may not be amended,
modified or assigned, in whole or in part, except by an instrument in writing
executed by all of the parties hereto.
13. Successors in Interest: This agreement shall be binding upon and
inure to the benefit of the heirs, successors, representatives and assigns of
the parties hereto.
14. Counterparts: This agreement may be executed in multiple
counterparts, each of which shall be deemed a duplicate original.
15. Integrations: This Agreement represents the sole agreement of the
parties with respect to the subject matter hereof, and all other agreements,
written or oral, are hereby revoked.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and date first hereinbefore set forth.
ENTER TECH CORPORATION
By: /s/ Sam Lindsey
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Sam Lindsey, President
SHOPPING MALL, INC.
By: /s/ Robert Pratt
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Robert Pratt, President
STOCKHOLDER
By: /s/ Robert Pratt
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Robert Pratt, Stockholder
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EXHIBIT 99.1
On January 10, 2000, Enter Tech issued the following press release:
"Company Press Release
Enter Tech Corporation Completes E-Commerce Acquisition
LOVELAND, Colo.--(BUSINESS WIRE)--Jan. 10, 2000--Enter Tech Corporation
(OTCBB:ENTR - news) is proud to announce the finalization of its new
acquisition, Shopping Mall Online, Inc.
A definitive agreement was signed on January 7, 2000, with the following terms:
2.4 million shares of Enter Tech restricted common stock will be exchanged for
80% of the outstanding common stock of Shopping Mall Online, Inc. Shopping Mall
Online, Inc. plans to launch its innovative site, www.shoppingmallonline.com, by
Spring 2000. Shopping Mall Online, Inc. plans to marry the best of `click and
mortar' retailers by targeting specific shopping malls across the United States
and Canada.
Negotiations are currently underway with several large retail mall groups who
have a keen interest in Shopping Mall Online, Inc.'s unique co-branding and
marketing strategies. Shopping Mall Online, Inc. also has other projects
underway that we believe will make this site one of the most dynamic shopping
experiences on the Internet. To maintain a competitive advantage, the details
will be released later. However, there is no assurance we will enter into any
definitive agreements with the retail mall groups.
The International Data Corporation (IDC) reports the amount of commerce
conducted over the World Wide Web will top a staggering $1 trillion by 2003.
`Online shopping is expected to grow to $78 billion by 2003' according to
Jupiter Communications.
`We were very pleased to complete this acquisition with Shopping Mall Online,
Inc.,' said Sam Lindsey, President of Enter Tech. `We immediately recognized the
immense opportunity that Shopping Mall Online, Inc. presented to us, and are
very excited about the continuing developments and marketing strategies that we
plan to employ.'
About Enter Tech
Enter Tech was formed in 1998 to bring new technologies to the market. Since
inception, the company has been involved in developing Internet shopping kiosks
and intends to search for synergistic ways to utilize the kiosk technology in
conjunction with traditional malls and the proposed I-mall.
To learn more about Enter Tech, call Dale Kreiser with Integrity Capital toll
free at 877/318-1819 or via E-mail: [email protected].
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The Private Securities Litigation Reform Act of 1995 provides a `safe harbor'
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by Enter Tech Corporation) contains statements
that are forward-looking, such as statements relating to the future anticipated
direction of the high technology industry, plans for future expansion, various
business development activities, planned capital expenditures, future funding
sources, anticipated sales growth and potential contracts. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements made by or on
behalf of Enter Tech Corporation. These risks and uncertainties include, but are
not limited to, those relating to development and expansion activities,
dependence on existing management, financing activities, domestic and global
economic conditions, changes in federal or state tax laws, and market
competition factors.
Contact:
Integrity Capital
Dale Kreiser, 877/318-1819
E-Mail: [email protected]
Internet: www.integritycapital.net"
