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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) August 7, 2000
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REGISTRY MAGIC INCORPORATED
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(Exact name of registrant as specified in its charter)
FLORIDA 0-24283 65 062 3427
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
6251 B Park of Commerce Blvd., Boca Raton, FL 33487
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (561) 994-3223
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3998 Fau Boulevard, Suite 200-105, Boca Raton, Florida 33431
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 7, 2000, Registry Magic Incorporated ("Registry Magic") and
Synergex International Corporation ("Synergex") terminated their Agreement and
Plan of Merger, dated as of February 11, 2000, as amended May 2000 (the "Merger
Agreement"), which provided, among other things, that, upon the terms and
subject to conditions thereof, Synergex would merge with and into a wholly-owned
subsidiary of Registry Magic (the "Merger Subsidiary") to be formed solely for
purposes of effecting such merger (the "Merger"). The Merger Subsidiary would be
the surviving corporation in the Merger. In the Merger, all outstanding shares
of common stock of Synergex were to be converted into the right to receive an
aggregate of 1,000,000 shares of Registry Magic common stock, $.001 par value
per share and shares of Registry Magic's Series A 6% Cumulative Non-Voting
Convertible Preferred Stock, having an aggregate face value of $8,000,000 and a
conversion price of the lesser of (i) four dollars ($4.00) per share, or (ii)
the average of the closing bid and asked price of Registry Magic's common stock
for the ninety trading day period immediately preceding the date of conversion;
provided, however, the conversion price would not have been less than two
dollars ($2.00) per share.
In connection with the termination of the Merger Agreement, Registry
Magic terminated a Management Services Agreement whereby Synergex agreed to
provide Registry Magic executive accounting, sales, marketing and other
management services as agreed upon by the parties. The services included sales
and marketing assistance, support in preparation of periodic income and cash
flow statements, assistance in the preparation and filing of SEC Securities
Exchange Act filings, supervision of staff, and certain other financial and
customer account matters. The term of the agreement began February 24, 2000.
Registry's current personnel will resume the function performed by Synergex
under the Management Services Agreement.
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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.
REGISTRY MAGIC INCORPORATED
By: /s/ Martin Scott
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Martin Scott, Principal Accounting
and Financial Officer
DATED: August 16, 2000
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