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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 (Date of Earliest Event Reported): May 22, 2000
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INC.UBATOR CAPITAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-25521 88-0407731
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9777 Wilshire Boulevard, Beverly Hills, CA 90212
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(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (310) 205-6090
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Former name, former address, and former fiscal year, if
changed since last report:
Shanecy, Inc.
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Forward-Looking Statements
There are forward-looking statements in this document, and in
Inc.ubator Capital, Inc.'s (referred to in this document as "Inc.ubator" and
formerly known as Shanecy, Inc. (the "Company")) public documents to which they
may refer, that are subject to risks and uncertainties in addition to those set
forth above. These forward-looking statements include information about possible
or assumed future results of Inc.ubator's operations. Also, when any of the
words "may," "will," "believe," "expect," "anticipate," "estimate," "continue"
or similar expressions are used, Inc.ubator is making forward-looking
statements. Many possible events or factors, including but not limited to those
set forth herein, could affect future financial results and performance. This
could cause Inc.ubator's results or performance to differ materially from those
expressed in any forward-looking statements. These and other risks are described
in Inc.ubator's other publicly filed documents and reports that are available
from Inc.ubator and from the Securities and Exchange Commission ("the SEC").
Item 5. Other Events
On June 1, 2000, the Company filed an amendment to its Amended and
Restated Articles of Incorporation changing its name to Inc.ubator Capital, Inc.
As a result of its name change, Inc.ubator will also be changing its ticker
symbol on the OTC Bulletin Board in the near future.
On May 22, 2000, Inc.ubator entered into a Term Sheet to acquire all of
the outstanding capital stock of ThemeWare Corporation ("ThemeWare"), a
California corporation (the "Term Sheet"). The Term Sheet provides that
Inc.ubator will acquire 100% of the outstanding capital stock of ThemeWare for
$135 million in Inc.ubator's registered common stock. The Term Sheet further
provides that 10% of the shares of Inc.ubator's common stock to be exchanged for
ThemeWare's shares would be held in escrow to fund any indemnity obligations of
ThemeWare under the definitive agreements. All shares of the Inc.ubator common
stock will be subject, for a two year period, to certain transfer restrictions.
There will also be certain "leak-out" provisions whereby ThemeWare shareholders
may sell a limited percentage of their Inc.ubator shares.
The Term Sheet further provides that Inc.ubator will invest a total of
five million dollars in ThemeWare. One million dollars was invested as of June
2, 2000 pursuant to a Form of Promissory Note (the "Promissory Note"), dated May
22, 2000, attached as Exhibit 99.1, executed by ThemeWare in favor of
Inc.ubator. The note is a demand note and provides for an annual interest rate
of eight percent. This note will convert into equity upon the closing of the
acquisition and will constitute part of the five million dollar investment by
Inc.ubator into ThemeWare. Another one million dollars will be invested upon the
execution of the definitive agreements memorializing the transaction
contemplated by the Term Sheet. Another one million dollars will be invested
upon the SEC's declaration that the Registration Statement on Form S-4
concerning this transaction is effective and a majority of the shareholders of
ThemeWare have approved the transaction. The remaining two million dollars is
anticipated to be invested over the 12 month period following closing of the
proposed transaction.
Inc.ubator expects to adopt ThemeWare's present stock option plan
incorporating the same or similar term and conditions, numbers of shares and
respective strike prices. Inc.ubator also expects to establish certain incentive
plans to retain key employees and to reinforce Inc.ubator's commitment to
ThemeWare.
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The consummation of the transaction is subject to, among other things,
the execution of definitive agreements and approval of shareholders. There is no
assurance that the acquisition referenced in the Term Sheet will be consummated.
It is possible that the parties to the Term Sheet will agree to modify or waive
one or more terms and/or conditions of the Term Sheet in accordance with such
Term Sheet. If the acquisition is consummated, it is also possible that, by
agreement of the parties, one or more terms and/or conditions of any legally
binding definitive agreements will differ materially from the terms and
conditions of the Term Sheet.
On May 22, 2000, Inc.ubator entered into a Voting Agreement, attached
hereto as Exhibit 99.2, with ThemeWare and a majority of the shareholders of
ThemeWare, which provides, generally, that such shareholders will vote in favor
of the transactions at the time of the vote of the ThemeWare shareholders.
On May 22, 2000, Inc.ubator entered into an Interim Operating Agreement
(the "Operating Agreement") with ThemeWare, attached hereto as Exhibit 99.3. All
of ThemeWare's existing management agreements are to remain in effect. However,
during the period between the execution of the Term Sheet and the closing of the
proposed acquisition, Inc.ubator will assume management oversight of the daily
operations of ThemeWare through the implementation of the Operating Agreement.
The Operating Agreement provides that Inc.ubator will maintain all of
ThemeWare's current business relationships, including those with manufacturers,
distributors, producers, vendors, creditors, and the parties will operate the
business of ThemeWare in the usual and ordinary course of business.
The terms of the Term Sheet, Promissory Note, Voting Agreement, and
Operating Agreement, are also described in Inc.ubator's Press Release, dated
June 7, 2000, attached hereto as Exhibit 99.4.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None are being filed with this report at this time.
(b) Pro-forma Financial Information
None is being filed with this report at this time.
(c) Exhibits
99.1 Form of Promissory Note
99.2 Voting Agreement
99.3 Interim Operating Agreement
99.4 Press Release
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SIGNATURE
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.
SHANECY, INC.
Date: June 7, 2000 By: /s/ Michael Bodnar
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Michael Bodnar
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Form of Promissory Note
99.2 Voting Agreement
99.3 Interim Operating Agreement
99.4 Press Release
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