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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: August 23, 2000
MYCOM GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-29836 33-0677545
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
602 Main Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 651-5560
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FORM 8-K MYCOM GROUP, INC.
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
AND
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 23, 2000, a change in control of Bad Toys, Inc. ("Bad Toys")
occurred in connection with the consummation of a certain Plan and Agreement of
Merger dated as of March 31, 2000 (the "Merger Agreement") between Bad Toys and
Mycom Group, Inc. ("Mycom"), formerly Myca Group, Inc.
Under the terms of the Merger Agreement, Mycom was merged with and into
Bad Toys. Bad Toys was the surviving corporation. On the effective date of the
merger, August 23, 2000, each issued and outstanding common share of Mycom was
converted automatically to the right to receive 395,000 shares of Bad Toys, and,
as a result of the merger, Bad Toys issued a total of 39,500,000 shares of its
common stock to the former holders of record of Mycom on the effective date of
the merger.
The 39,500,000 shares of Bad Toys common stock issued to the former
shareholders of Mycom represented, immediately after their issuance, 81.6% of
the total issued and outstanding shares of Bad Toys' common stock following the
merger. The former shareholders of Mycom who received in excess of 5% of the
shares of Bad Toys' common stock and the number of shares received by each in
connection with the merger is set forth in the table below:
NUMBER OF SHARES OF
NAME BAD TOYS
Joan Carroll 9,820,400
Patricia A. Massey 9,070,000
G. Allan Massey 7,304,000
George W. Young 10,325,600
Upon the effective date of the merger, Larry Lunan, Susan Lunan and
Roger Warren resigned as officers and directors of Bad Toys, and the following
persons were elected to serve as officers and directors following the merger:
George W. Young, Sr. Chairman and Chief Executive Officer
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Joan Carroll President and Assistant Secretary
G. Allan Massey Vice President
Patricia A. Massey Executive Vice President, Treasurer,
Chief Operating Officer, Secretary
Michael Sisk Vice President
In addition, as part of the merger, Bad Toys changed its name to Mycom
Group, Inc.
In connection with Mycom's agreement with Tricorp (filed as Exhibit 10
hereto and referenced in Section 5 of the Closing Agreement filed as Exhibit 2
hereto), as of September 7, 2000, Tricorp has not made the required first
payment for the shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Pursuant to Item 7(a)(4), the Registrant declares that it is
impractical to provide the required audited financial statements relative to the
acquired business at the time of this Report. Such audited financial statements
required by Item 7(a) shall be filed not later than 60 days after the due date
of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
Pursuant to Item 7(a)(4), the Registrant declares it is
impractical to provide the required pro forma financial information relative to
the acquired business at the time of this Report. Such pro forma financial
information required by Item 7(b) shall be filed not later than 60 days after
the due date of this Current Report on Form 8-K.
(c) Exhibits
Item Title
---- -----
2 Plan and Agreement of Merger by and between Bad Toys,
Inc. and Mycom Group, Inc. (formerly Myca Group,
Inc.) dated March 31, 2000, (Annex IV to Proxy
Statement dated May 9, 2000, File No. 0-29836,
incorporated herein by reference) as amended by the
Closing Agreement between Bad Toys, Inc. and Mycom
Group dated August 23, 2000.
3 Articles of Incorporation, as amended, of Mycom
Group, Inc.
10 Purchase Agreement by and among Mycom Group, Inc.,
Bad Toys, Inc. and Tricorp Financial, Inc., dated
August 14, 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 hereunto duly authorized.
MYCOM GROUP, INC.
By: /s/ Joan Carroll
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Joan Carroll
President
Date: September 7, 2000
