<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 1, 1999
----------------
Date of Report
(Date of Earliest Event Reported)
SIERRA HOLDINGS GROUP, INC.
---------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 333-72019 87-0576421
------ --------- ----------
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
2907 Bay to Bay Boulevard, Suite 203
Tampa, Florida 33629
--------------------
(Address of Principal Executive Offices)
813-835-8813
------------
Registrant's Telephone Number
4843 Wallace Lane
Salt Lake City, Utah 84117
--------------------------
(Former Name and Address of Principal Executive Offices)
<PAGE>
Item 1. Changes in Control of Registrant.
(a) On November 1, 1999, Steven D. Moulton, Jeff Taylor and Michelle
Wheeler resigned as directors and executive officers of Sierra Holdings Group,
Inc., a Nevada corporation (the "Company"), and the following persons were
elected to the Board of Directors: Raymond B. Miller; Merle Steele; and Arthur
S. Fyvolent.
On November 2, 1999, Steven D. Moulton transferred 3,630,000
"unregistered" and "restricted" shares of the Company to four individuals and
two corporations in consideration of the sum of $180,000.
Messrs. Miller, Fyvolent and Steele were appointed to the positions of
President, Vice President and Secretary/Treasurer, respectively, on November
11, 1999.
The change in its directors and executive officers has caused a change in
control of the Company. In addition, the holdings of Steven D. Moulton, who
owned approximately 72.8% of the Company's outstanding common stock
immediately prior to the change in control, have been reduced to approximately
7.7% of its outstanding common stock. As a result, Mr. Moulton may no longer
be deemed to control the Company by virtue of his ownership of a majority of
its issued and outstanding shares.
The following table contains information regarding the share holdings of
the Company's directors and executive officers and those persons who
beneficially own more than 5% of the Company's common stock, taking into
account the transactions discussed above:
Percent of
Name Title No. of Shares Outstanding Shares
---- ----- ------------- ------------------
Millennium Stockholder 1,330,000 23.8%
Health Products,
Inc.
NEXTDigital, Stockholder 1,150,000 (1) 20.6%
Inc.
Merle Steele Director 500,000 9.0%
Vice President
Stockholder
Jeff Taylor Former Director 500,334 9.0%
Former Vice Pres.
Stockholder
Michelle Wheeler Former Director 500,334 9.0%
Former Sec/Treas.
Stockholder
Steven D. Former Director 427,679 7.7%
Moulton Former President
Stockholder
John Muzio Stockholder 250,000 4.5%
Joseph Muzio Stockholder 250,000 4.5%
Raymond B. Director -0- (1) -0-
Miller President
Arthur S. Director -0- (1) -0-
Fyvolent Secretary/
Treasurer
(1) Messrs. Miller and Fyvolent are executive officers and the
principal stockholders of NEXTDigital, Inc. As a result,
the shares held by NEXTDigital, Inc., may also be deemed
to be beneficially owned by Messrs. Miller and Fyvolent.
(b) Present management of the Company may be deemed to control
InsiderStreet.com, Inc., a Florida corporation ("InsiderStreet"), which is an
internet-based provider of investor relations marketing services for micro and
small capitalization public companies. The Company and InsiderStreet are
preparing to enter into an Agreement and Plan of Reorganization (a "Plan") by
which the Company would acquire all of the issued and outstanding shares of
InsiderStreet in exchange for approximately 2,480,000 "unregistered" and
"restricted" shares of the Company's common stock. At the same time, the
2,480,000 shares currently held by Millennium Health Products, a Florida
corporation; and NEXTDigital, Inc., a Florida corporation, would be
contributed back to the treasury of the Company. Millenium Health Products and
NEXTDigital collectively own 100% of InsiderStreet's issued and outstanding
shares. The consummation of any such transaction would not result in any
change in the current ownership of the Company by these entities.
The Company has not yet entered into any formal arrangement with
InsiderStreet. It can provide no assurance that any Plan will be completed or
that, if it is, the operations of the Company and InsiderStreet will be
successful. In the event that such a transaction is completed, the Company
will timely file with the Securities and Exchange Commission a Current Report
on Form 8-K disclosing its terms.
Management
Raymond B. Miller, President and Director. Mr. Miller, age 36, has over
16 years' experience in sales, marketing and company start-up experience. He
began his career as a sales intern for U. S. Telephone in Dallas, Texas at the
age of 16. He has also worked with such companies as International Telecharge
and Worldcom. While at International Telecharge, Mr. Miller developed and
managed the Telecharge Phone product. In 1994, Mr. Miller co-founded
NEXTDigital and is its Vice President. He is also the President and a director
of InsiderStreet.
Merle M. Steele, Vice President and Director. Mr. Steele is 59 years of
age. He has over 32 years of corporate management and start-up experience.
Mr. Steele spent over 14 years in the fashion garment industry both in
national sales and management roles and in senior management positions in the
irrigation construction industry. He also has spent eight years in the
insurance and financial industries. Mr. Steele is the Vice President and a
director of InsiderStreet.
Arthur S. Fyvolent, Secretary/Treasurer and Director. Mr. Fyvolent, age
42, has over 20 years' experience in advertising and marketing. Following his
graduation in 1980 from the University of South Florida, he worked for Benito
Advertising and Ensslin and Hall Advertising, where he became the youngest
account executive in its 20-year history. Mr. Fyvolent opened his own
advertising agency in late 1988. He co-founded NEXTDigital with Mr. Miller in
1994, and is currently its President and Chief Executive Officer. Mr.
Fyvolent is also the Secretary/Treasurer and a director of InsiderStreet.
Item 2. Acquisition or Disposition of Assets.
None; not applicable. However, upon the completion of a Plan with
InsiderStreet, the Company would acquire all of the issued and outstanding
common stock of InsiderStreet and InsiderStreet would become a wholly-owned
subsidiary of the Company. See Item 1 of this Report.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
On November 1, 1999, Steven D. Moulton, Jeff Taylor and Michelle Wheeler,
who were the pre-Plan directors and executive officers of the Company,
resigned and designated Messrs. Miller, Steele and Fyvolent to serve on the
Board of Directors. Each of these persons will serve until the next annual
meeting of the Company's stockholders or until their prior deaths,
resignations or terminations and the appointment and qualification of their
successors. See Item 1 of this Report.
Neither Messrs. Moulton and Taylor nor Ms. Wheeler resigned their
positions because of any disagreement with the Company on any matter relating
to its operations, policies or practices.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
Exhibits
None; not applicable.
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SIERRA HOLDINGS GROUP, INC.
Date: 11/17/99 By: /s/ Raymond B. Miller
--------- --------------------------------------
Raymond B. Miller
President and Director
Date: 11/17/99 By: /s/ Merle M. Steele
--------- --------------------------------------
Merle M. Steele
Secretary/Treasurer and Director
Date: 11/17/99 By: /s/ Arthur S. Fyvolent
--------- --------------------------------------
Arthur S. Fyvolent
Vice President and Director
