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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 1, 2000
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Date of Report (Date of Earliest Event Reported)
Envision Development Corporation
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(Exact name of registrant as specified in its charter)
Florida
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State of Incorporation
001-15311
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Commission File Number
65-0981457
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IRS Employer Identification No
100 Nickerson Road, Marlboro, Massachusetts 01752
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Address of principal executive offices
(508) 480-3000
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS.
On July 26, 2000, Envision Development Corporation ("Envision") filed
for declaratory judgment in the Superior Court, County of Middlesex,
Commonwealth of Massachusetts ("Middlesex Superior Court") against Syed Abbas
Ali Shah and Ronald Keusch individually and as shareholders of LiQ, Inc. to have
declared valid and enforceable the merger agreement between Envision and LiQ.
LiQ merged with Envision on May 8, 2000 pursuant to an Agreement and Plan of
Merger dated May 5, 2000 between Envision, LiQ and Mr. Shah. Mr. Shah was
appointed to the Board of Directors of Envision. Mr. Shah resigned from the
Board of Directors of Envision prior to the filing of the aforementioned
complaint. Mr. Shah and Mr. Keusch have been suspended as officers as LiQ. On
September 1, 2000, the defendants removed the case to the United States District
Court for the District of Massachusetts. Envision has moved to remand the case
to the Middlesex Superior Court.
On July 27, 2000, Envision received notice of a complaint filed by Mr.
Shah, Mr. Keusch and Alan Nathan ("Plaintiffs") in the United States District
Court, Southern District of New York, naming Envision and Andrew L. Evans as
defendants. Plaintiffs are shareholders of Envision. The complaint was filed
under seal by the plaintiffs. In its complaint, LiQ, among other things, sought
to rescind the merger between LiQ and Envision. On August 24, 2000, Envision
moved to dismiss the matter on subject matter jurisdiction grounds. On September
26, 2000, an amendment to the complaint was filed. The amended complaint is
styled as a class action complaint to include all former shareholders of LiQ,
and adds current and/or former members of the board of directors of Envision as
defendant, Dean M. Willard, Michael E. Amideo, Thomas R. Carmody, Sunny C.
Vanderbeck. The amended complaint also includes, current and/or former
shareholders of Envision as defendant, Alta Limited, Inc., Dominion Income
Management, Inc. and Zero.Net, Inc. The complaint seeks, among other things,
rescission of the merger between Envision and LiQ. While the ultimate outcome of
the litigation cannot be ascertained at this time, the lawsuit is been
vigorously defended.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 1st day of November, 2000.
ENVISION DEVELOPMENT CORPORATION
By: /s/ Michael E. Amideo
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Michael E. Amideo
Chief Executive Officer
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