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) DECEMBER 20, 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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N/A
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 20, 2000, BrightCube, Inc., formerly PhotoLoft, Inc., a Nevada
corporation ("BrightCube") closed its acquisition of Extreme Velocity Group,
Inc. ("EVG"), a California corporation (the "Acquisition"). EVG is a Los
Angeles based corporation which provides Internet and imaging solutions to the
art market.
The Acquisition was consummated pursuant to an Agreement and Plan of
Reorganization by and among BrightCube, PhotoL Acquisition Corp., a California
corporation and wholly-owned subsidiary of BrightCube ("Sub"), EVG, and certain
shareholders of EVG dated as of November 22, 2000, as amended by that certain
First Amendment to Agreement and Plan of Reorganization dated as of December 7,
2000 and that certain Second Amendment to Agreement and Plan of Reorganization
dated as of December 20, 2000 (as amended, the "Merger Agreement"). Under the
Merger Agreement, Sub was merged with and into EVG, and EVG was the surviving
corporation in the merger and became a wholly-owned subsidiary of BrightCube.
Based on negotiations between the parties to and as set forth in the Merger
Agreement, BrightCube issued an aggregate of 18,192,648 shares of common stock
(the "Merger Shares") to the former shareholders of EVG in exchange for all of
the outstanding stock of EVG. EVG had no options or other rights to purchase
its stock outstanding at the time of the Acquisition. In addition, BrightCube
agreed to pay $774,000 to pay off a payable of EVG to Marco Fine Arts (a
corporation owned by Al Marco, the principal shareholder of EVG) and assume
certain lines of credit with a balance of approximately $690,000 in the
aggregate. BrightCube paid the $774,000 from its working capital.
3,208,569 shares of the Merger Shares (the "Escrow Shares") were placed in
a twelve-month escrow account as security for the indemnification obligations of
the former EVG shareholders to BrightCube and others as set forth in the Merger
Agreement. In general, pursuant to the Merger Agreement and the related escrow
agreement, BrightCube may recover from the escrow for any loses, expenses,
liabilities or other damages due to a breach of any representation, warranty,
covenant or agreement of EVG in the Merger Agreement and for certain other
enumerated items.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to Item 7 of Form 8-K, the financial information required by Item
7(a) will be filed by Amendment within 60 days of the date of this filing.
(b) Pro Forma Financial Information
Pursuant to Item 7 of Form 8-K, the financial information required by Item
7(b) will be filed by Amendment within 60 days of the date of this filing.
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(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of November 22, 2000 by
and among PhotoLoft, Inc., PhotoL Acquisition Corp., Extreme Velocity
Group, Inc., Al Marco, Ralph Roessler and Elizabeth Wenner, as amended
by that certain First Amendment to Agreement and Plan of
Reorganization dated as of December 7, 2000 and that certain Second
Amendment to Agreement and Plan of Reorganization dated as of December
20, 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.
Date: January 3, 2000 By: /s/ Ed MacBeth
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Ed MacBeth
President
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EXHIBIT INDEX
Exhibits The following document is filed as an exhibit to this report:
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2.1 Agreement and Plan of Reorganization dated as of November 22, 2000 by
and among PhotoLoft, Inc., PhotoL Acquisition Corp., Extreme Velocity
Group, Inc., Al Marco, Ralph Roessler and Elizabeth Wenner, as amended
by that certain First Amendment to Agreement and Plan of
Reorganization dated as of December 7, 2000 and that certain Second
Amendment to Agreement and Plan of Reorganization dated as of December
20, 2000.
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