ARCHER SYSTEMS LTD INC
8-K/A, 2000-06-14
NON-OPERATING ESTABLISHMENTS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                          ________________________

                                  FORM 8-K/A
                                AMENDMENT No. 1

                               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 18, 2000


                         ARCHER SYSTEMS LIMITED, INC.
           (Exact name of registrant as specified in its charter)


         Delaware                  0-26955              22-3652650
------------------------------     -------              ----------
(State or other jurisdiction     (Commission         (I.R.S. Employer
 of incorporation)               File Number)       Identification No.)


        75 Lincoln Highway, Route 27, 2nd Floor, Iselin, NJ, 08830
        (Address of principal executive offices, including zip code)

  Registrant's telephone number, including area code:  (732) 906-9060

<PAGE>


Item 2.   Acquisition or Disposition of Assets
          ------------------------------------
     INFe.com,  a Florida  Corporation,  whose  common  shares are traded on the
OTCBB and Archer Systems  Limited,  Inc.  ("Registrant")  by Strategic  Alliance
Agreement,  dated May 18,  2000 (the  "Agreement")agreed  to  acquire  an equity
interest in each  other's  corporation,  that they may pursue  common  goals for
their joint  benefit.  By the  Agreement,  INFe  agreed to grant the  Registrant
$336,000  worth of  INFe.com"s  Common  Stock,  par value $.001 per share ("INFe
Shares"). The share price for the purpose of determining the number of shares to
be granted to the  Registrant  was measured at the average  trading price of the
INFe Shares over the thirty trading days prior to May 18, 2000, which is 300,000
shares at $1.12 per share.  Such INFe Shares shall be granted to the  Registrant
subject  to Rule 144 of the  Securities  and  Exchange  Commission  ("SEC").  In
exchange for the INFe Shares, the Registrant agreed to grant INFe $336,000 worth
of the Registrant's  Common Stock, par value $.001 per share ("Archer  Shares").
The share  price  for the  purpose  of  determining  the  number of shares to be
granted to INFe.com  was  measured at the  average  trading  price of the Archer
Shares  over the thirty  trading  days prior to the date of the  signing of this
Agreement,  or  4,307,692  shares at $.078 per share.  Such shares were  granted
subject to Rule 144 of the SEC.

     INFe.com  agreed to include the INFe Shares granted to the Registrant  into
the first Form SB-2 Public  Offering  Registration  Statement that it filed with
the SEC after the date of this  agreement  subject to the parties  entering into
mutually  agreeable  lockup  and  leakout  agreements.  Registrant  agreed  that
Registrant  will include the Archer  Shares  granted to INFe.com  into the first
Public Offering  Registration  Statement that the Registrant  files with the SEC
after May 18, 2000,  subject to the parties  entering  into  mutually  agreeable
lockup and leakout agreements.



Item 7.   Financial Statements and Exhibits.

(a)      Financial Statements of businesses acquired:

              Not Applicable

(b)      Pro forma financial information:

              Not Applicable

     (c) Exhibits:

           Exhibit   Description
           -------   -----------
            2(b)     Form of Strategic Alliance Agreement dated May
                     18, 2000.


                                 SIGNATURES
                                 ----------

     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.



                              Archer Systems Limited, Inc.


Date:  June 14, 2000         /s/Walter J. Krzanowski
                              --------------------
                                Walter J. Krzanowski
                                Secretary/Treasurer



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