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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) November 22, 2000
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PETMED EXPRESS, INC.
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(Exact name of Company as specified in its charter)
FLORIDA 000-28827 65-0680967
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1441 SW 29 AVENUE, POMPANO BEACH, FLORIDA 33069
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(Address of principal executive offices, including zip code)
Company's telephone number, including area code 954-979-5995
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(Former name or former address, if changed since last report)
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Item 1. CHANGES IN CONTROL OF COMPANY
On November 22, 2000, pursuant to a Subscription Agreement, Tricon
Holdings, LLC, a Florida limited liability corporation ("Tricon"), acquired
10,000,000 shares of the Company's authorized and unissued shares of Common
Stock (the "Shares") and Warrants (the "Warrants") to purchase 3,000,000 shares
of the Company's authorized and unissued shares of Common Stock (the "Warrant
Shares"). The Warrants are exercisable at $.33 per share and expire on November
22, 2005. Tricon acquired the Company's Shares and Warrants in exchange for
$2,000,000, of which Tricon delivered $500,000 in cash and a Promissory Note
bearing interest at a rate of six (6%) percent per annum for $1,500,000 (the
"Note"). The Note is payable in three equal installments of principal and
interest on each of December 22, 2000, January 21, 2001 and February 20, 2001.
The certificates representing 7,500,000 Shares have been placed in escrow to
secure the payment of the Note and will be released in three equal amounts on
the dates and pending satisfaction of the Note pursuant to the terms thereof.
The change in control of the Company occurred as a result of (i) the issuance to
Tricon of shares representing approximately 61.03% of the Company's issued and
outstanding shares of Common Stock at the completion of the transaction (67.06%
after giving effect to the exercise of the Warrants and issuance of the Warrant
Shares); and (ii) the election of three new directors to fill vacancies on the
five member Board of Directors. Except as described above, Tricon does not own,
directly or indirectly, any other Common Stock of the Company. As a result of
the stock purchase, the Company now has a total of 16,385,010 shares of Common
Stock issued and outstanding.
At any time, the holders of the then outstanding Shares and Warrant
Shares may require the Company to register all or any part of their Shares
and/or Warrant Shares. The holders may not make an aggregate more than two
demand registration requests, and of the foregoing, no more than once in any
calendar year. In addition, the holders may request an unlimited amount of
piggyback registrations. The Company will bear the entire cost of any such
registration statement.
The foregoing summary of the Subscription Agreement, Registration
Rights Agreement, Warrant, Promissory Note and Escrow Agreement is qualified in
its entirety by reference to the actual agreements and documents filed with this
Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements and Pro Forma Financial Information
None.
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(b) Exhibits.
10.1 Subscription Agreement dated November 22, 2000 by and
between the Company and Tricon Holdings, LLC.
10.2 Registration Rights Agreement dated November 22, 2000 by
and between the Company and Tricon Holdings, LLC.
10.3 Warrant to Purchase Shares of Common Stock dated November
22, 2000 by the Company to Tricon Holdings, LLC.
10.4 Promissory Note dated November 22, 2000 from Tricon
Holdings, LLC to the Company.
10.5 Escrow Agreement dated November 22, 2000 by and between
the Company, Tricon Holdings, LLC. and Atlas Pearlman, P.A.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned herein duly authorized.
PETMED EXPRESS, INC.
By: /s/ Marc Puleo, M.D.
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Marc Puleo, M.D., President
Dated: December 5, 2000.
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