SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 31, 2000
Date of Report (Date of Earliest Event Reported)
Mizar Energy Company
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(Exact Name of Registrant as Specified in its Charter)
33-0231238 Colorado 84-1365443
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(Commission (State or Other (IRS Employer
File Number) Jurisdiction of Identification
Incorporation) Number)
2400 E. Commercial Blvd, Suite 1100
Ft. Lauderdale, FL 33308
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(Address of principal executive offices) (Zip Code)
(954) 938-8010
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Registrant's telephone number, including area code
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On May 24, 2000, Mizar Energy Company (the "Company") approved a
proposal for its wholly-owned Florida subsidiary, Ingenue Incorporated
("Ingenue"), to be merged with and into HBOA.COM, Inc., a District of Columbia
corporation ("HBOA"). Pursuant to the Merger Agreement, the HBOA Shareholders
acquired beneficial ownership of 85.7% of Mizar's common stock (the "Mizar
Shares"). As consideration for the Mizar Shares, the HBOA Shareholders delivered
to Mizar all of the capital stock of HBOA.
The Merger became effective on May 31, 2000 ( the "Effective Time")
when HBOA and Ingenue filed filed Articles of Merger with the District of
Columbia and the Florida Secretary of State, respectively. At the effective time
of the merger, HBOA was merged with and into Ingenue and its separate corporate
existence terminated. At the Effective Time, each issued and outstanding share
of HBOA common stock was converted into the right to receive one share of
Mizar's common stock.
The foregoing summary of the Merger Agreement is qualified by reference
to the complete text of the Plan and Agreement of Merger , which is filed as
Exhibit 2.1 and is incorporated herein by reference.
The basis of control of Mizar by the HBOA Shareholders results from
their beneficial ownership of approximately 85.7% of the issued and outstanding
shares of Mizar's common stock. Prior to the stock sale, HBOA, itself, was the
majority shareholder of Mizar owning 59.4% of Mizar's 1,430,700 issued and
outstanding shares of common stock. After the Merger, the HBOA shareholders own
approximately 85.7% of the 10 million issued and outstanding shares of common
stock. In the Merger, Mizar issued an aggregate of 8,569,300 shares of its
common stock, increasing the total issued and outstanding shares of Mizar to 10
million. As a result of the Merger, the following persons are known to own 5% or
more of Mizar's issued and outstanding common stock:
Percent of
Number of Outstanding
Name Voting Shares Voting Shares
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Gary Verdier 6,054,574(1) 60.5%
Gerald Hatfield 850,000 8.5%
(1) Includes 216,226 shares held by Dundas Systems, Inc., a company controlled
by Mr. Verdier.
There are no arrangements known to Mizar, the operation of which may
at a subsequent date result in another change of control of Mizar.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 above, on May 31, 2000, the HBOA shareholders
acquired 85.7% of the beneficial ownership of Mizar's common stock and HBOA was
merged with and into Mizar pursuant to the terms of the Merger Agreement. As of
the Effective Time, the separate corporate existence of HBOA terminated, and
each issued and outstanding share of HBOA common stock was converted into the
right to receive one share of Mizar's common stock. In the aggregate, HBOA
Shareholders received 8,569,300 restricted shares of Mizar's common stock in the
Merger.
The consideration for the acquired capital stock of HBOA was determined
as a result of arm's length negotiations between the officers and directors of
Ingenu and Mizar, on the one hand, and the officers and directors of HBOA, on
the other hand. Gary Verdier is a director and principal shareholder of HBOA and
Mizar, and a director and principal shareholder of Ingenu. Mr. Verdier is
considered to be a beneficial owner of Ingenu's common stock through HBOA's
ownership of approximately 60% of Mizar's issued and outstanding common stock
and Mizar's ownership of 100% of Ingenu's issued and outstanding common stock.
Mr. Verdier did not vote on the Merger transaction. The agreement and plan of
merger between HBOA, Ingenu and Mizar was approved by disinterested directors of
both HBOA, Mizar and Ingenu and the shareholders of HBOA and Ingenue in
accordance with the applicable corporate laws.
The combined entities of Mizar and HBOA intend to focus most of their
efforts on developing HBOA's home based business Internet portal. Additionally,
new management intends to change the Company's name to a name that is more
descriptive of a company that has an Internet portal for home based businesses.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements required by Rule 310 of Regulation SB
for HBOA.com are not yet available, and will be filed by
amendment on or before August 14, 2000.
b. PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by Rule 310 of
Regulation S-B is not yet available, and will be filed by
amendment on or before August 14, 2000.
c. EXHIBITS.
2.1 Plan and Agreement of Merger dated as of May 24, 2000 by
and between HBOA.Com, Inc. and Ingenue, Incorporated.
2.2 Articles of Merger filed with the Florida Secretary of
State on May 2000.
2.3 Articles of Merger filed with the District of Columbia on
May 31, 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 hereto duly authorized.
MIZAR ENERGY COMPANY.
Date: June 13, 2000 By: /s/ Gary Verdier
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Chairman
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