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): May 18, 2000
OLD NIGHT, INC.
(Exact name of Registrant as specified in charter)
NEVADA
(State or other jurisdiction of incorporation)
000-28427 870621120
(Commission File Number) (IRS Employer Identification No.)
ALUMINUM TOWER 5TH FLOOR, 2 LIMASSOL AVENUE, 2003 NICOSIA, CYPRUS
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (357) 233-6933
4700 S 900 EAST, SUITE 41B, SALT LAKE CITY, UTAH 84117
(Former address if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On May 5, 2000, Deremie Enterprises Limited, a company wholly owned by Xenios
Xenopoulos, pursuant to a purchase and sale agreement dated March 6, 2000 and
amended May 2, 2000 (together the "Purchase Agreement") acquired 9,000 shares in
the common stock of Old Night, Inc., the Registrant, from the holdings of Jon
and Lorretta Heidelberger. This sale represents approximately 1.8% of the issued
and outstanding shares of the common stock of the Registrant. Jon and Lorretta
Heidelberger were the sole officers and directors of the Company. On May 18,
2000, in connection with the foregoing, Jon and Lorretta Heidelberger, the
current officers and directors of the Registrant resigned and Xenios Xenopoulos
was elected to replace them.
ITEM 6. RESIGNATION OF DIRECTORS
Jon Heidelberger and Lorretta Heidelberger, the officers and directors of the
Company, resigned and the following director was elected to replace them: Xenios
Xenopoulos, President, Secretary, Treasurer and Director.
ITEM 7. FINANCIAL STATEMENTS
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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EXHIBITS
17.1 Letter regarding resignation of director.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLD NIGHT, INC.
By:
/s/ Xenios Xenopoulos
_________________________________
Xenios Xenopoulos, President
And:
/s/ Xenios Xenopoulos
_________________________________
Xenios Xenopoulos, Secretary and Treasurer
Dated: May 18, 2000
EXHIBIT 17.1
May 18, 2000
Board of Directors
Old Night, Inc.
4700 S 900 East,
Suite 41B
Salt Lake City, Utah 84117
Dear Sirs and Madams,
RE: Resignation
I hereby respectfully tender my resignation as President and Director of
Old Night, Inc.
As you are aware circumstances have changed which have caused me to become
more involved in other projects limiting my time for Old Night, Inc. In light of
this change I will no longer be able to perform the duties as the Secretary,
Treasurer or as a Director. My resignation is to be effective immediately,
however, I will happy to assist the incoming Board of Directors in any way
possible to ensure a smooth transition.
Sincerely,
/s/ Lorretta Heidelberger
Lorretta Heidelberger
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May 18, 2000
Board of Directors
Old Night, Inc.
4700 S 900 East,
Suite 41B
Salt Lake City, Utah 84117
Dear Sirs and Madams,
RE: Resignation
I hereby respectfully tender my resignation as President and Director of
Old Night, Inc.
As you are aware circumstances have changed which have caused me to become
more involved in other projects limiting my time for Old Night, Inc. In light of
this change I will no longer be able to perform the duties as the President or
as a Director. My resignation is to be effective immediately, however, I will
happy to assist the incoming Board of Directors in any way possible to ensure a
smooth transition.
Sincerely,
/s/ Jon Heidelberger
Jon Heidelberger
