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
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Date of report: January 16, 2001
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(Date of earliest event report)
SILK BOTANICALS.COM, INC.
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(Exact name of Registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
333-37110 5190 65-0886132
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(Commission File No.) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
975 S. Congress Avenue, Suite 102
Delray Beach, FL 33450
561-265-3600
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(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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Joseph R. Bergmann
975 S. Congress Avenue, Suite 102
Delray Beach, FL 33445
561-265-3600
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
Robert C. Hackney
HACKNEY& MILLER, P.A.
CITY CENTRE
2000 PGA BLVD., SUITE 4410
N. PALM BEACH, FLORIDA 33408
(561) 627-0677
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Item 5. Reverse Stock Split and Preferred Stock Issuance.
(a) Reverse Stock Split - On January 3, 2001, the Majority Shareholder
and the Board of Directors approved a reverse stock split as follows:
(i) The reverse stock split will be effective on February 5, 2001.
The record date of the reverse stock split is February 2, 2001.
(ii) A majority of the shareholders have already approved the
reverse stock split.
(iii) The reverse stock split will be a seventy-for-one split of Silk
Botanical's common stock.
(b) Issuance of Preferred Stock
(i) The Board of Directors has designated three different series of
Preferred Stock to be issued to three different groups. Namely,
2,000,000 of Series 2001 Convertible Preferred Stock, 4,042,687
shares of Series 2000 Convertible Preferred Stock and 2,444,532
shares of Series 2000A Convertible Preferred Stock.
(c) Series 2001 Convertible Preferred Stock was approved to be issued in a
private offering as follows:
(i) Holders of Series 2001 Convertible Preferred Stock shall receive
preference in the event of liquidation, dissolution or winding up
of the corporation.
(ii) Shares of Series 2001 Convertible Preferred Stock shall have no
voting rights.
(iii) Each share of Series 2001 Convertible Preferred Stock may, at the
option of the holder, be converted into common stock of the
corporation. The conversion ratio per share of the Series 2001
Convertible Preferred Stock shall be either $5.00 per share or
30% below the trading price of the common stocked as priced the
prior trading day to conversion, which ever is less.
(d) Series 2000 Convertible Preferred Stock was approved to be issued to
Joseph R. Bergmann in exchange for all of his outstanding common stock,
as follows:
(i) Each share of 2000 Convertible Preferred Stock entitles the
holder thereof to one vote, either in person or by proxy, at
meetings of shareholders, and such vote shall be equal to the
voting rights of the common stock and shall be counted with the
common stock toward election of directors or such other action as
the class of common stock shall be entitled.
(ii) Each share of Series 2000 Convertible Preferred Stock may, at the
option of the holder, be converted into shares of common stock on
a one for one basis at any time after January 1, 2002.
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(e) Series 2000A Convertible Preferred Stock was approved to be issued
pursuant to an agreement between the Company and Coral Ridge, Inc.
(i) Shares of Series 2000A Convertible Preferred Stock shall have no
voting rights.
(ii) Each share of Series 2000A Convertible Preferred Stock may, at
the option of the holder, be converted into common stock of the
corporation on a one for one basis at anytime after twelve months
from the date of execution of the agreement between the Company
and Coral Ridge, Inc.
(iii) In the event, we should at anytime combine the outstanding common
stock into a smaller number of shares, such action will have no
effect upon the conversion ratio of the Series 2000A Convertible
Preferred Stock.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 17, 2001 SILK BOTANICALS.COM, INC.
---/s/Joseph R. Bergmann-------
By: Joseph R. Bergmann
It's: President and Secretary
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