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 (Date of Earliest Event Reported) August 7, 2000
Commission file Number 000-28287
CALIPSO, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 88-0418749
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
13525 Midland Road, Suite I
Poway, California 92064
(Address of principal executive offices) (Zip Code)
(619) 692-2518
(Registrant's Executive Office Telephone Number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 7, 2000 between Calipso, Inc. ("Calipso"), a
Delaware corporation, and Knowledge Foundation, Inc. ("KFI"), a Delaware
corporation, all the outstanding shares of common stock of KFI are to be
exchanged for 33,918,400 shares of 144 restricted common stock of Calipso in
a transaction in which Calipso will be the surviving corporation.
Anticipated closing date is September 8, 2000.
The officers of KFI will take over as officers of the surviving
corporation. A copy of the Merger Agreement is filed as an exhibit herewith
along with the Articles of Merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The consideration exchanged pursuant to the Merger Agreement was
negotiated between Calipso and KFI.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Resignations will occur concurrent with closing of merger referenced in
Item 1.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
1.1 Agreement and Plan of Merger between Calipso, Inc. and Knowledge
Foundation, Inc.
1.2 Calipso Disclosure Schedule
1.3 KFI Disclosure Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
CALIPSO, INC.
By /s/ Robert Ransom
Robert J. Ransom, President
Date: August 7, 2000
