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 earlier event reported): May 19, 2000
LIL MARC, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-24431 84-1417774
(State of Incorporation (Commission File No.) (IRS Identification Number)
or Other Jurisdiction)
149 East 900 South, Salt Lake City, Utah 84111
(Address of principal executive offices)
(801) 322-0253
Registrant's telephone number including area code
(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant
Pursuant to a Stock Purchase Agreement dated as of May 19,
2000, by and among Lil Marc, Inc. (the "Company"), George I. Norman
III, Laurie J. Norman, Alewine Limited Liability Company ("Alewine"),
and Linda Bryson (Mr. Norman, Ms. Norman, Alewine and Ms. Bryson
shall sometimes hereinafter be collectively referred to as the
"Sellers") and ComVest Capital Partners LLC (the "Buyer") (i) the
Sellers agreed to sell to the Buyer an aggregate of 1,194,166 shares
of common stock ("Common Stock"), of the Company (the "1,194,166
Shares"), owned by the Sellers, for an aggregate purchase price of
$315,000, and (ii) the Company shall sell to the Buyer for an
aggregate purchase price of $250,000 (a) 1,000,000 shares of Common
Stock, and (b) an 18 month warrant to purchase 3,000,000 shares of
Common Stock (collectively, the "Sale Transaction"). In addition,
simultaneously with the closing of the Sale Transaction (the
"Closing"), the current directors and officers of the Company shall
resign and be replaced by the designees of the Buyer and, subsequent
to the Closing, it is contemplated that the Company will sell to
Mr. Norman all of the issued and outstanding capital stock of capital
stock of LILM, Inc., the Company's wholly-owned subsidiary for
100,000 shares of Common Stock which 100,000 shares will become
treasury stock.
The Closing is subject to, among other things, satisfactory due
diligence by the Buyer of the Company and other items.
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.
LIL M ARC, INC.
By: George I. Norman III
Name: George I. Norman III
Title: President
Dated: May 23, 2000
