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 15, 2000
LIGHTTOUCH VEIN & LASER, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-29301 87-0575118
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
10663 MONTGOMERY ROAD, CINCINNATI, OHIO 45242
(Address of principal executive offices) (Zip Code)
(513) 891-8346
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See the disclosure in Item 5 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See the disclosure in Item 5 below.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On August 15, 2000, the registrant entered into a Merger Agreement and
Plan of Reorganization (the "Merger Agreement") with Vanishing Point,
Inc., a privately-held Delaware corporation ("Vanishing Point").
Pursuant to the terms of the Merger Agreement, the registrant is to
acquire Vanishing Point as a wholly-owned subsidiary by merging it into
a corporation formed for the purpose of effecting the acquisition.
The registrant is to issue shares of its common stock to the
shareholders of Vanishing Point and outstanding options and warrants to
purchase Vanishing Point stock are to become options and warrants to
purchase shares of the registrant's common stock. If all of the
outstanding warrants and options of Vanishing Point (except for certain
excluded warrants) and the registrant were exercised and all
outstanding convertible notes converted, the former shareholders of
Vanishing Point would own 53.4% of the then outstanding shares of
common stock of the registrant.
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Existing LightTouch shareholders and option holders................................42.0%
Existing Vanishing Point shareholders, option and warrant holders,
and convertible note holders.....................................................53.4%
Venture Strategy Partners, LP.......................................................4.6%
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Among the conditions to closing are the requirements that Vanishing
Point obtain at least $1,000,000 in capital contributions and that the
registrant obtain at least $150,000 in capital contributions, with an
additional $100,000 capital contribution to be made upon the execution
of an employment agreement with Gregory F. Martini, the current
President of the registrant. Also, Vanishing Point must obtain the
approval of its shareholders, certain third party consents, the
conversion of all but two of its convertible promissory notes, and the
conversion of its outstanding preferred stock. The registrant
anticipates that closing will occur by the end of August.
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Upon consummation of the acquisition, the registrant's management is to
consist of designees from both the registrant and Vanishing Point:
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Gregory F. Martini - Chairman, Co-President and Co-Chief Executive
Officer, Director
Melisse Shaban - Co-President and Co-Chief Executive Officer,
Director
Glen Shipley - Chief Financial Officer
Wayne Perrone - Chief Operating Officer
Halley Faust, M.D. - Director
Joanna Rees Gallanter - Director
[One director to be designated by Plymouth Partners, L.P., a shareholder of the
registrant]
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It is also proposed that the chief executive offices of the registrant,
except the offices of Gregory F. Martini, will be moved to the
facilities of Vanishing Point in Raleigh, North Carolina upon closing,
and that the registrant will enter into employment agreements with
Melisse Shaban, Glen Shipley, and Gregory Martini within 90 days after
closing.
Vanishing Point, formed in January 1997, offers proprietary skin care
products and aesthetic services, such as hair removal, cellulite
massage, and dermabrasion. It has six retail studio locations in New
York, California, and Florida.
ITEM 6...RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7...FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: To be filed by amendment
(b) Pro forma financial information: To be filed by amendment
(c) Exhibits
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REGULATION CONSECUTIVE
S-K NUMBER PAGE NUMBER
2.1 Merger Agreement and Plan of Reorganization 5
dated August 15, 2000
10.1 Form of Voting Agreement 55
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ITEM 8...CHANGE IN FISCAL YEAR
Not applicable.
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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.
LIGHTTOUCH VEIN & LASER, INC.
August 17, 2000 By:/S/ GREGORY F. MARTINI
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Gregory F. Martini, President
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