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UNITED STATES
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
DATE OF REPORT: July 18, 2000
(Date of Earliest Event Reported)
FOODVISION.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
0-28521 58-2466626
(Commission File Number) (I.R.S. Employer Identification No.)
2275 Northwest Parkway
Suite 150 A
Marietta, Georgia 30067
(Address of Principal Executive Offices) (Zip Code)
(770) 690-8385
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 25, 2000, Foodvision.com, Inc. ("Foodvision" or the "Company")
entered into a Plan of Merger with Glue Acquisition Corp., Inc. (Glue"), the
Company's wholly-owned subsidiary, with the Company being the survivor.
Foodvision has a food portal as a business-to-consumer site where
retailers of food and beverage products can sell their products to retail
consumers. For sometime, the Company has been looking for ways to streamline the
commercial linkage between retailers and consumers.
eDigital has developed software which should enable the Company to make
the connection between retailers and consumers more efficient. To that end,
eDigital developed a "Universal Shopping Cart" to be both a business-to-consumer
product and a business-to-consumer framework linking retail consumer buyers with
retailers over the Internet by providing an electronic store front through which
retailers can sell their products and services. By using the Universal Shopping
Cart, consumers need use only one shopping cart to make different purchases from
different portals.
Foodvision generates e-commerce revenue through the sale of its
products directly to the sites visitors and overrides on sales generated by its
co-branding partners. The Universal Shopping Cart facilitates optimal revenue
generation to Foodvision due to the software's unique capabilities. Furthermore,
Foodvision will license the proprietary software to other Internet e-commerce
companies for a fee.
Therefore, on July 13, 2000, the Company's subsidiary,Glue, entered
into a contract to purchase certain assets, consisting of software, from
eDigital Markets.com, Inc. ("eDigital"), for the sum of $325,000.00. To fund
the acquisition of the Universal Shopping Cart software, on July 18, 2000, Glue
issued its 8% Series A $1,000,000.00 Senior Subordinated Convertible Redeemable
Debenture due July 18, 2002 (the "Glue Debenture"), together with underlying
shares of Glue's common stock, Par Value $0.001, into which the Glue Debenture
is convertible from time to time. After deducting the expenses of the
investment, including projected interest payments, the net proceeds received by
Glue aggregated approximately $795,000. The first proceeds were received on July
18, 2000; the second on July 28, 2000. The balance of the net proceeds were
allocated to working capital.
Following the acquisition of the Universal Shopping Cart by Glue, Glue
was merged into Foodvision. By operation of law and pursuant to the Plan of
Merger, the rights and obligations of Glue with respect to the Glue Agreement
with eDigital and the Glue Debenture will enure to the benefit of and be binding
upon the Company. In that connection, the Glue Debenture, together with the
underlying shares of Glue's common stock, Par Value $0.001 per share, into which
the Glue Debenture is convertible from time to time, shall be converted into an
identical Foodvision debenture (the "Foodvision Debenture"), together with
shares of underlying common stock, Par Value $0.001 per share, of Foodvision
into which the new Foodvision Debenture may be converted.
Following, and as a result of, the Merger, there were no changes in the
shareholdings of Officers and Directors of the Corporation.
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ITEM 5. OTHER EVENTS.
On April 24, 2000, Dr. Charles Sheehan resigned as a Director for
personal reasons, and not because of any disagreements with the Company, its
operations, policies, and practices.
On August 3, 2000, Mr. Mathew C. Nolton, former President of eDigital
signed an employment contract with Foodvision.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The Financial Statements required by Item 7 of this Report have not
been filed simultaneously herewith, but they will be filed within 60 days of the
date hereof, as permitted by Item 7 (a) (4).
(b) Exhibits:
EXHIBIT NO. ITEM
2 Plan of Merger between Foodvsion.Com, Inc.,
and Glue Acquisition Corp., Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
FOODVISION.COM, INC.
Dated: August 3, 2000 By: /s/ Paul R. Smith
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Paul R. Smith, Chairman, CEO and President
Dated: August 3, 2000 By: /s/ Raj Kalra
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Raj Kalra, Director, Chief Operating Officer
