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) JUNE 8, 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
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 8, 2000, the registrant consummated the acquisition of
Bluegrass Dermatology and Skin Surgery Center, P.S.C. and Center for
Weight Control, PSC, pursuant to the terms of an Agreement of Merger.
Effective July 1, 2000, these businesses will be merged into LightTouch
Vein & Laser of Lexington, Inc. ("LightTouch-Lexington"), a Kentucky
corporation formed for the purpose of effecting the acquisition.
LightTouch-Lexington is a wholly-owned subsidiary of the registrant,
LightTouch Vein & Laser, Inc., a Nevada corporation.
The registrant is issuing 1,000,000 shares of its common stock to the
owners of the businesses, Dr. John L. Buker and his wife. In addition,
LightTouch-Lexington issued a promissory note to Dr. John L. Buker and
his wife in the amount of $1,000,000. The note is secured by a security
interest in all of the assets of LightTouch-Lexington and by a
leasehold mortgage. Liabilities were also assumed by
LightTouch-Lexington. The note and the assumed liabilities are expected
to be paid from cash flow generated by the operations of
LightTouch-Lexington.
Dr. John L. Buker will be responsible for the professional medical
services rendered at the LightTouch-Lexington center pursuant to the
terms of a Medical Director and Administrative Services Agreement.
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 REGISTRANT'S DIRECTORS
Not Applicable.
<PAGE>
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
<TABLE>
<CAPTION>
REGULATION CONSECUTIVE
S-K NUMBER DOCUMENT NUMBER
<S> <C> <C>
2.1 Agreement of Merger dated June 8, 2000 4
10.1 Promissory Note dated June 8, 2000 32
10.2 Leasehold Mortgage and Security Agreement
dated June 8, 2000 38
10.3 Security Agreement dated June 8, 2000 52
10.4 Medical Director and Administrative Services 64
Agreement dated June 8, 2000
</TABLE>
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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.
June 21, 2000 By: /S/ GREGORY F. MARTINI
----------------------------
Gregory F. Martini, President
