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) November 22, 2000
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Harmony Trading Corp.
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(Exact name of registrant as specified in its charter)
New York 13-3935933
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
275 St. Jacques Street West, Suite 36, Montreal, Quebec, Canada H2Y 1M9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (514) 286-0909
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Not Applicable
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(Former Name or Former Address, If Changed since Last Report.)
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Item 1. Changes in Control of Registrant.
(b) Harmony Trading Corp. ("Harmony") has executed a definitive merger agreement
(the "Merger Agreement") regarding the acquisition of Nixxo Technologies, Inc.,
a California corporation ("Nixxo"). Upon the closing of the Merger Agreement,
Harmony will acquire all of the issued and outstanding capital stock of Nixxo.
In exchange for each share of Nixxo's issued and outstanding capital stock,
Nixxo's shareholders will receive 73.9645 shares of newly issued common stock of
Harmony. As a result of the merger, former Nixxo shareholders will own
approximately 83% of the capital stock of Harmony. See the press release, dated
November 27, 2000, attached hereto as an exhibit.
The initial directors and the initial chief executive officer of Nixxo and of
Harmony, after the effectiveness of the merger, shall be determined by the
parties to the Merger Agreement prior to the closing of the transactions
contemplated by the Merger Agreement.
Item 5. Other Events
Harmony also completed a three-for-one forward split of its common stock.
Holders of record at the close of business on November 20, 2000 will receive two
additional shares of common stock for each share of common stock owned on the
record date. The payout date for the new certificates has been set as of
December 4, 2000 and the ex-date has been set for December 5, 2000. See the
press release, dated November 27, 2000, attached hereto as an exhibit.
Item 7. Financial Statements and Exhibits
(a) Financial Statements - The financial statements required to be filed under
Item 7 of Form 8-K shall be filed within 60 days of the date this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information - The pro forma financial information
required to be filed under Item 7 of Form 8-K shall be filed within 60
days of the date this Current Report on Form 8-K is required to be filed.
(c) Exhibits
3.1 Certificate of Amendment of the Certificate of Incorporation of Harmony
Trading Corp., filed by the New York Secretary of State on November 20,
2000
10.1 Agreement and Plan of Merger by and between Harmony Trading Corp. and
Nixxo Technologies Inc. dated as of November 17, 2000
99.1 Press Release dated November 27, 2000
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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.
HARMONY TRADING CORP.
Date: December 4, 2000 By: /S/ Henry J. Yersh
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Henry J. Yersh
President
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Exhibit Index
3.1 Certificate of Amendment of the Certificate of Incorporation of Harmony
Trading Corp., filed by the New York Secretary of State on November 20,
2000
10.1 Agreement and Plan of Merger by and between Harmony Trading Corp. and
Nixxo Technologies Inc. dated as of November 17, 2000
99.1 Press Release dated November 27, 2000
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