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): OCTOBER 17, 2000
WELLNESSAMERICA ONLINE, INC.
(Exact name of registrant as specified in its charter)
SONTECH, INC.
(Former name of registrant)
NEVADA 000-30607 87-0461420
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
4241 EAST CLINTON AVENUE
FRESNO, CA 93703
(Address of principal executive offices)(Zip Code)
68 SOUTH MAIN #708
SALT LAKE CITY, UTAH 84101
(Former address of principal executive offices)
Registrant's telephone number, including area code: (559) 449-2616
Registrant's former telephone number: (801) 531-7558
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 17, 2000, a special meeting of the shareholders of Sontech, Inc., a
Nevada corporation ("Sontech"), was held in Salt Lake City, Utah. The
shareholders of Sontech (i) approved an Agreement and Plan of Reorganization
(the "Reorganization Agreement") between Sontech and WELLNESSAMERICA.COM
CORPORATION, a Delaware corporation "WAC"), whereby WAC was acquired by
Sontech and Sontech changed its name to WellnessAmerica Online, Inc.
("Wellness Online") and the shareholders of WAC received 21,849,450 shares of
Wellness Online; and (ii) elected a new board of directors consisting of Tariq
Faridi, Dr. Rhett Hall, Barbara Spengler, Stanley Greenberg, and Hiroshi
Watanabe. A copy of the Reorganization Agreement is attached hereto as
Exhibit 2.1.
As a result of the Reorganization, Wellness Online's principal offices will be
relocated to 4241 East Clinton Avenue, Fresno, CA 93703 and the telephone
number is (559) 449-2616.
The following table presents certain information as to the beneficial
ownership of Wellness America's common stock as adjusted to give effect to the
events contemplated by the Reorganization Agreement of (i) each person that
beneficially owns more than five per cent of Wellness America, (ii) each of
Wellness America's executive officers and directors, and (iii) all executive
officers and directors as a group. All persons listed have sole voting and
investment power with respect to their shares, and there is no family
relationship between the executive officers and directors.
NAME AND ADDRESS SHARES PERCENTAGE OF
OF BENEFICIAL OWNER OWNED SHARES OWNED
Tariq Faridi 10,396,000 30.5%
Dr. Rhett Hall 500,000 1.5%
Barbara Spengler 575,100 1.7%
Stanley Greenberg 0 0.0%
Hiroshi Watanabe 478,750 1.4%
Executive Officers and
Directors as a Group 11,949,850 35.1%
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Reorganization Agreement was approved by the shareholders of Sontech on
October 17, 2000. Pursuant thereto, the shareholders of WAC received a total
of 21,849,450 shares of Wellness America common stock bringing the total
number of shares of Wellness America
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common stock issued and outstanding to 34,071,675. In connection therewith,
WAC has now become a wholly owned subsidiary of Wellness America.
The foundation of WAC's business is the Complementary Alternative Medicine
database, which continues to expand as new research is added daily. This
database will allow Wellness America to deliver fast, convenient access to
alternative remedies; business to business navigability by discipline;
business to consumer by disease; and electronic commerce relating to 704
diseases, 387 herbs and 71 trace minerals.
These protocols contain the references for dosage amounts obtained from a
research base of over 20,000 studies published in the last decade and are
updated daily. Wellness America's web site delivers this information via its
physician white papers and consumer health reports.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS AND EXHIBITS.
As of the date of this filing, it is impracticable to provide the required
financial statements and pro forma financial information related to the
transactions contemplated by the Reorganization Agreement. It is anticipated
that the financial statements and pro forma financial information will be
filed with the Commission within approximately 60 days of the date of this
filing or as soon as practicable.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information related to the Reorganization Agreement
will be filed at such time that the financial statements are filed. See Item
7(a) above.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization by and among
Sontech, Inc., and WELLNESSAMERICA.COM CORPORATION.
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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.
WellnessAmerica Online, Inc.
By: /s/ Tariq Faridi
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Tariq Faridi
Chairman, President and Chief
Executive Officer
Date: October 31, 2000
