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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
August 1, 2000
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Date of Report (date of earliest event reported)
CYBERFAST SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-27263 13-5398600
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
777 Yamato Road, Suite 105, Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 995-6255
N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 1, 2000, Cyberfast Systems, Inc. (the "Company") completed the
first closing of an investment agreement (the "Agreement") with The FATA Group
SpA, an Italian corporation ("FATA"). Pursuant to the Agreement, on August 1,
2000, FATA subscribed to and purchased from the Company a total of 1,466,276
shares of the Company's Class A Common Stock for a total purchase price of
$1,500,000 (the "First Closing"), consisting of a $300,000 loan from FATA plus
accrued interest that was converted to equity, and cash from the internal funds
of FATA. Previously, on May 5, 2000, FATA made a $300,000 loan to the Company,
which had an interest rate of 6% per annum. Accordingly, on August 1, 2000, the
Company received net proceeds of $1,199,964 from FATA.
Prior to the First Closing of the Agreement, Edward J. Stackpole and Itir
Stackpole (the "Controlling Shareholders") beneficially owned approximately
30.2% of the Company's outstanding Class A Common Stock and approximately 77.3%
of the Company's Class B Common Stock. The Class B Common Stock is identical to
the Class A Common Stock in all respects except that each share of Class B
Common Stock has 10 votes in respect to each share of Class B Common Stock.
Because of the number of shares and voting power attributed to the Class B
Common Stock, the Controlling Shareholders controlled approximately 75.5% of the
total voting power of the company prior to the First Closing of the Agreement.
After the First Closing, FATA owns approximately 46.1% of the outstanding shares
of the Company's Class A common stock.
Upon satisfaction of all the conditions stated in the Agreement, but no
later than November 30, 2000, FATA may subscribe and agree to purchase from the
Company and the Company may issue and sell to FATA a combination of shares of
Class A Common Stock, Class B Common Stock and/or Preferred Stock for a total
purchase price of $3,500,000 (the "Second Closing"). The Second Closing would
give FATA an ownership interest in the Company of 45% and a voting interest in
the Company of 51%.
Effective at the First Closing, William Wollrab submitted his resignation
as a director of the Company. The current board of directors of the Company
expects to fill the vacancy caused by Mr. Wollrab's resignation with FATA's
designated nominee, but has not done so at this time.
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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.
CYBERFAST SYSTEMS, INC.
Dated: August 8, 2000 By: /s/ Itir Stackpole
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Itir Stackpole, Co-Chair of the Board of Directors
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