SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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BRIGHTCUBE, INC.
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(Exact name of registrant as specified in charter)
NEVADA 000-26693 87-0431036
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
307 ORCHARD CITY DRIVE, SUITE 310, CAMPBELL, CALIFORNIA 95008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 364-8777
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300 ORCHARD CITY DRIVE, SUITE 142, CAMPBELL, CALIFORNIA 95008
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(Former name or former address, if changed since last report.)
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ITEM 5 OTHER EVENTS
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On November 22, 2000, BrightCube, Inc., formerly PhotoLoft, Inc.
("BrightCube"), entered into an Agreement and Plan of Reorganization (the
"Merger Agreement") by and among BrightCube, PhotoL Acquisition Corporation, a
California corporation and wholly-owned subsidiary of BrightCube ("Merger Sub"),
Extreme Velocity Group, Inc., a California corporation ("EVG"), and certain
shareholders of EVG. Under the Merger Agreement, Merger Sub will be merged with
and into EVG, with EVG as the surviving corporation in the merger. EVG will
thereby become a wholly-owned subsidiary of BrightCube. The merger is to be
effected through the issuance of up to an aggregate of 18,192,648 shares of
BrightCube Common Stock in exchange for all of the outstanding capital stock of
EVG. In addition, BrightCube has agreed to pay $800,000 to the principal
shareholder of EVG and assume certain lines of credit with a balance of
approximately $690,000 in the aggregate. The consummation of the merger is
subject to the satisfaction of certain conditions.
A copy of the press release announcing the signing of the Merger
Agreement is also attached hereto as Exhibit 99.1 andu incorporated herein by
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reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits The following document is filed as an exhibit
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to this report:
99.1 Press Release dated December 8, 2000.
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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 thereunto duly authorized.
BrightCube, Inc.
By /s/ Ed MacBeth
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Ed MacBeth
Date: December 19, 2000 President
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EXHIBIT INDEX
Exhibits The following document is filed as an exhibit to this report:
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99.1 Press Release dated December 8, 2000.
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