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 30, 2000
Commission file Number 000-30717
PLAINVIEW LABORATORIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0409261
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
308 Horn Street
Las Vegas, NV 89107
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(Address of principal executive offices)
(702) 203-8477
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(Issuer's 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 16, 2000 between BOPPERS Holdings, Inc.
("BOP"), a Nevada corporation, and Plainview Laboratories, Inc. ("PNL"), a
Nevada corporation, all the outstanding shares of common stock of PNL were
exchanged for 20,000 shares of 144 restricted common stock of BOP in a
transaction in which BOP was the successor corporation.
A copy of the Acquisition Agreement and Plan of Merger (Exhibit 1.1),
Certificate of Merger (Exhibit 1.2) and Audited Financial Statements (Exhibit
1.3) are filed as exhibits to this Form 8-K and are incorporated in their
entirety herein.
The officers of BOP will continue as officers of the successor issuer.
A copy of the Merger Agreement was filed as an exhibit to a Form 8-K on
August 30, 2000, along with the Articles of Merger.
(b) The following table contains information regarding the shareholdings
of BOP's current directors and executive officers and those persons or entities
who beneficially own more than 5% of its common stock (there are no outstanding
options nor warrants issued), as of August 30, 2000:
<TABLE>
<CAPTION>
Amount of Common Percent of
Stock Common Stock
Beneficially Beneficially
Names and Addresses(1) Acquired Owned (2) Owned
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<S> <C> <C> <C>
T. J. Jesky - President/ Director 7/15/97 183,475 32.6%
Skyelan Rose - Secretary/Director 7/15/97 150 0.0003%
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Total Officers and Directors as a Group (2) 183,625 32.6003%
</TABLE>
(1) T. J. Jesky and Skyelan Rose, 1801 E. Tropicana, Suite 9,
Las Vegas, NV 89119.
(2) Based upon 562,475 outstanding shares of common stock (prior to
the merger).
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BUSINESS
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Except for historical information the matters set forth herein, which
are forward-looking statements, involve certain risks and uncertainties, and
other factors which may cause the actual results, performance, or achievement
expressed or implied by such forward-looking statements to differ. There are
risks and uncertainties that the company will be unable to generate any
revenues and thus will not provide the benefits to the Company's stockholders
as anticipated. Other potential risks and uncertainties include, but are not
limited to, the market acceptance and amount of revenues anticipated to be
created, the Company's ability to raise sufficient capital for operations.
The Company was formed on July 15, 1997, to develop a proprietary restaurant/
bar concept using the trade name of "Boppers". To date, the management of the
Company, due to various factors outside of its control, has been unable to
perform on the original business model of the Company. Therefore, to provide
value to its shareholder base and because the current management is committed
to other long term business endeavors, the Company's new business plan shall be
to make itself an attractive candidate for a business combination or merger
with a operating and preferably profitable private business venture that
desires to merge with a publicly traded company. In November, 1999, the
Company was approved for trading on the National Quotation Bureau's Pink
Sheets.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of
the Company will no longer be in control of the Company. In addition, the
Company's directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Company's
shareholders or may sell their stock in the Company. Any terms of sale of the
shares presently held by officers and/or directors of the Company will be also
afforded to all other shareholders of the Company on similar terms and
conditions. Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.
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It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs, of which there
can be no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.
Personnel
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The Company currently has two (2) employees: one President, and one Secretary.
General
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The Company is filing this registration statement in accordance with the
requirements of NASD Rule 6740, in that it will remain a primary vehicle
as a merger partner or acquisition vehicle utilizing its status as a public
company. Any business combination or transaction will likely result in a
significant issuance of shares and substantial dilution to present stockholders
of the Company. Since, November, 1999, the Company's stock has been listed
on the National Quotation Bureau's Pink Sheets, under the symbol "BOPP."
The Company has no plans, proposals, arrangements, or understanding with
respect to the sale or issuance of additional securities prior to the location
of an acquisition or merger candidate.
Litigation
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The Company is not a party to any legal proceedings.
Property
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The Company's principal office is located at 1801 E. Tropicana, Suite
9, Las Vegas, Nevada 89119. Email address: [email protected]. The office
space is provided by one of the officers of the Company at no cost to the
Company.
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Description of Securities
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The Company was incorporated July 15, 1997 under the laws of the State of
Nevada (File Number 15265-1997). The Company was organized to engage in any
lawful activity. The Company currently has no operations and, in accordance
with SFAS #7, is considered a development stage company. The Company is
authorized to issue twenty-five million(25,000,000) shares of its $0.001 par
value common stock. The Company originally had no authorized preferred stock.
On August 18, 2000, the Company amended its original Articles of Incorporation
to increase the number of authorized shares of its $0.001 par value common
stock from twenty five million (25,000,000) to two hundred million
(200,000,000) shares and authorize shares of its $0.001 par value preferred
stock from zero (0) to twenty million (20,000,000).
On July 15, 1997, the Company issued 97,987 shares of its $0.001 par value
common stock to its founders. On August 6, 1997, the company sold 10,000
shares of common stock for $5,000. On August 29, 1997, the Company's Board
of Directors voted to a forward split of its outstanding common share by
initiating a 7.5 to 1 stock split. On November 26, 1997, the Company's Board
of Directors voted to a reverse split of its outstanding common stock by
initiating a 1 for 4 stock split, at that time, the Company had 202,475 shares
of common stock issued and outstanding. On December 1, 1997, the Company
issued 360,000 shares of its $0.001 par value common. Through December 1, 1997
to September 30, 1999, this Company has 562,475 issued and outstanding common
shares On August 21, 2000, the Company announced a 9 to 1 forward stock split
to take effect at the close of business on August 31, 2000. This will bring
the number of issued and outstanding common shares to 5,062,275 common share
which are held by approximately fifty (50) plus shareholders of record.
Holders of shares of common stock are entitled to one vote for each share on
all matters to be voted on by the stockholders. Holders of common stock have
no cumulative voting rights. Holders of shares of common stock are entitled
to share ratably in dividends, if any, as may be declared, from time to time
by the Board of Directors in its discretion, from funds legally available
therefore. In the event of a liquidation, dissolution or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's common stock.
There are no conversion rights or redemption or sinking fund provisions with
respect to the common stock. All of the outstanding shares of common stock
are validly issued, fully paid and non-assessable.
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MANAGEMENT
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The members of the Board of Directors of the Company serve until the next
annual meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors. Information as
to the directors and executive officers of the Company is as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
T. J. Jesky 53 President, Chief Executive
Officer, Chief Financial
Officer and Director
Skyelan Rose 42 Secretary and Director
</TABLE>
Duties, Responsibilities and Experience
The Company is managed and led by T. J. Jesky, who has 20 years experience in
the pharmaceutical industry. He is a former Division Manager for Procter &
Gamble Pharmaceuticals. He began his pharmaceutical career in 1973 with Eaton
Laboratories, whose headquarters were based in Norwich, New York. This company
subsequently changed its name to Norwich Eaton, and in 1981 it was purchased by
Procter & Gamble. The Division subsequently changed its name to Procter &
Gamble Pharmaceuticals. Mr. Jesky held various positions in the company,
including but not limited to: District Manager, Key Account Manager, Hospital
Manager, Region Manager, Division Manager for U.S., Canada and Puerto Rico.
He resigned from Procter & Gamble in 1995. He became President, CEO and sole
stockholder of Studebaker's, Inc. a restaurant/nightclub and real estate
holding company in Arizona. He sold this business in 1997, and opened a Boppers
Holdings, Inc., as a restaurant consulting company, which has been inactive
for the past 2 years. In August, 1998, he subsequently founded Barrington
Laboratories, Inc. a research pharmaceutical company. He is currently
President and Chairman of the Board of Boppers Holdings, Inc., and Barrington
Laboratories, both Nevada Corporations.
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Skyelan Rose, Corporate Secretary for Boppers Holdings, Inc. Her background
includes marketing hotel services and banquet facilities. For the past two
years, she has executed marketing programs for restaurants and nightclubs.
She is the Event Planner for the Arizona Room of America OnLine, and has
successfully executed a number of programs with this organization.
Prior, she has eight years experience in marketing and sales with the hotel
industry. She spent two of those eight years as Director of Marketing/Sales
for Holiday Inn, Arizona Region. She is also a Corporate Secretary for an
e-Commerce company, called eClic, Inc., and Corporate Secretary for
Barrington Laboratories, Inc., both Nevada Corporations.
Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting. Barrington Laboratories does not currently pay
compensation to directors for services in that capacity.
Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion
of the board of directors. There are no family relationships between any
director or executive officer and any other director or executive officer of
Boppers Holdings, Inc.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The consideration exchanged pursuant to the Merger Agreement was
negotiated between BOP and PNL (See "Acquisition Agreement and
Plan of Merger, Exhibit 1.1").
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
The Officers and Directors of the successor corporation will remain the same.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Audited financial statements of BOPPERS Holdings, Plainview Laboratories, and
consolidated statements are filed herewith (See "Exhibit 1.3").
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION S OFFERINGS.
Not applicable.
EXHIBITS
1.1* Acquisition Agreement and Plan of Merger between BOPPERS HOLDINGS, INC.
and PLAINVIEW LABORATORIES, INC.
1.2* Certificate of Merger between BOPPERS HOLDINGS, INC. and
PLAINVIEW LABORATORIES, INC.
1.3* Audited financial statements for PLAINVIEW LABORATORIES, BOPPERS HOLDINGS,
INC. and Consolidated.
23* Consents of Experts and Counsel (G. Brad Beckstead, CPA)
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*Filed herewith
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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.
PLAINVIEW LABORATORIES, INC.
By: /s/ Juliann DeStefano
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Juliann DeStefano, President
Date: August 30, 2000
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