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): June 21, 2000
-------------
WALLSTREET RACING STABLES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-23823 84-1313024
-------- ------------- ------------------
(State of other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number) Identification No.)
tion)
1001 Kings Avenue, Suite 200
Jacksonville, Florida 32207
--------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (904) 346-0170
--------------
5525 Erindale Drive, Suite 200
Colorado Springs, Colorado 80918
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT
Effective June 21, 2000, WRS Merger Corp., a wholly owned subsidiary of
Wallstreet Racing Stables, Inc. ("Company"), merged with Pipeline Technologies,
Inc., a privately-held Florida corporation ("Pipeline;" the transaction pursuant
to which WRS merged into Pipeline is hereinafter referred to as the "Merger").
Consideration issued by the Company in connection with the Merger was 8,453,425
shares of its common stock ("the Shares"), representing approximately 85% of the
9,949,383 shares of common stock issued and outstanding immediately following
the transaction, the only class of voting securities outstanding. As a result of
the Merger, Pipeline was the surviving entity and became a wholly owned
subsidiary of the Company.
At the closing of the Merger, the former shareholders of Pipeline assumed
control of the Company. Timothy J. Murtaugh, president and chief executive
officer of Pipeline prior to the Merger, is now the President, Chief Executive
Officer, a director and the largest shareholder of the Company. Mr. Murtaugh
owns 4,564,849 shares of common stock, representing 45.88% of the common stock.
Robert L. Maige, chief financial officer of Pipeline, is now the Treasurer and
Chief Financial Officer of the Company and owner of 2,282,425 shares of common
stock, or 22.94% of the Company. John D. McKey is an additional director of the
Company and beneficial owner of 2.24% of the common stock (see Item 3. Other
Events, below). Finally, LM Investments, Inc., a private Florida corporation, is
the owner of 1,606,151 shares of common stock, or 16.14% of the Company. All of
the previous officers and directors of the Company resigned effective upon
closing.
The consideration received by the Company in exchange for issuance of the
Shares was the common stock of Pipeline surrendered by the former Pipeline
shareholders, and indirectly, the assets of Pipeline (See Item 2. Acquisition of
Assets, below). The former shareholders of Pipeline surrendered all of their
stock in Pipeline in exchange for issuance of the Shares. The number of shares
issued in connection with the Merger was determined by negotiation between
officers of the Company and Pipeline, and was based on factors such as the price
of Company common stock at the time of negotiations, the estimated fair market
value of Pipeline, estimated future cash flow and other financial criteria. The
Company did not obtain an appraisal of the estimated value of Pipeline prior to
the transaction.
Common stock issued by the Company in connection with the Merger was issued
pursuant to an exemption from the registration requirements of the Securities
Act of 1933. The Company relied on the exemption provided by Rule 506 of
Regulation D. Each of the former shareholders of Pipeline executed an investment
letter attesting to their status as "accredited investors" within the meaning of
Rule 501 of Regulation D.
2
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
In connection with the Merger, the Company acquired all of the assets of
Pipeline, as Pipeline became a wholly owned subsidiary of the Company. These
assets consisted generally of office furniture and equipment and contract rights
arising in the course of Pipeline business. Prior to the Merger, Pipeline was
engaged in business as a marketer of voice over internet protocol ("VoIP") based
long distance services. The Company intends to continue the business of Pipeline
following the Merger.
Item 3. BANKRUPTCY OR RECEIVERSHIP
No Report Required.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
No Report Required.
Item 5. OTHER EVENTS
Contemporaneously with closing of the Merger, the Company completed the
sale of promissory notes in the principal amount of $1,000,000 and issued common
stock purchase warrants and an additional 500,000 shares of common stock to a
small group of individuals and entities. These securities, also offered pursuant
to exemptions from the registration requirements of the 1933 Act, were sold to
three individuals or entities which were business associates of principals of
the Company.
These notes bear interest at 12% per annum and are due and payable in full
one year from the date of closing, or June 21, 2001. In conjunction with the
notes, the Company issued warrants to purchase up to 500,000 shares of its
common stock at an exercise price of $2.00 per share. The warrants are
exercisable for a period of two years from closing, or until June 21, 2002. The
common stock issued by the Company was in satisfaction of notes previously
payable by Pipeline.
Item 6. RESIGNATION OF DIRECTORS
No Report Required.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a.) Financial Statements of Business Acquired.
Financial statements required to be filed pursuant to the
provisions of Regulation S-B will be filed not later than sixty
days after the date of filing this Report. Such financial
statements will be included in an amendment to this Report.
(b.) Proforma Financial Information
See response to (a.) above.
(c.) Exhibits.
2.1. Plan and Agreement of Reorganization by and between Wallstreet
Racing Stables, Inc., Pipeline Technologies, Inc., WRS Merger
Corp. and others dated April 28, 2000.
3
<PAGE>
2.2 Addendum to Agreement and Plan of Reorganization dated June 1,
2000.
2.3 Second Addendum to Agreement and Plan of Reorganization dated
June 8, 2000.
Item 8. CHANGE IN FISCAL YEAR
No Report Required.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
WALLSTREET RACING STABLES, INC.
Date: July 5, 2000 By: /s/ Timothy J. Murtaugh
----------------- -------------------------------------
Timothy J. Murtaugh, President
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- ---------------------------------------------------------------
2.1. Plan and Agreement of Reorganization by and between
Wallstreet Racing Stables, Inc., Pipeline Technologies, Inc.,
WRS Merger Corporation and others dated April 28, 2000.
2.2 Addendum to Agreement and Plan of Reorganization dated June 1,
2000.
2.3 Second Addendum to Agreement and Plan of Reorganization dated
June 8, 2000.
6
