SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 September 26, 2000, [July 5, 2000]
reported)
YELLOWAVE CORPORATION
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(Exact name of Registrant as specified in charter)
Nevada 000-05223 11-1771806
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
11777 San Vicente Blvd., Suite 505, Los Angeles, California 90049
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 979-8055
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Item 5. Other Events.
Legal Proceedings.
On August 21, 2000, Yellowave Corporation ("the Company") announced that
it had obtained a temporary restraining order in the U.S. District Court for the
Central District of California and commenced an action against Newtech
Broadwidth Ltd ("Newtech"), Myriam Abitbol, Propser Abitbol, Jacques Ben Ezra
and Benayahou Shemesh (collectively, the "Defendants"). See the form of the
Company's press release attached hereto as Exhibit 99.1, dated August 21, 2000
and the Court's Order attached hereto as Exhibit 99.2.
The Court granted the temporary restraining order based upon allegations
that Defendants made misrepresentations and engaged in fraud in order to induce
the Company to enter into a Share Purchase Agreement dated July 5, 2000
("Agreement"). Under the terms of the Agreement, Newtech agreed to sell to the
Company all of the issued and outstanding common stock of Newtech in
consideration of 7,425,000 shares of the Common Stock of the Company. The
Agreement also provided for the satisfaction of certain conditions by the
Defendants. The Company alleges that these conditions were not satisfied. See
the Agreement dated July 5, 2000 attached hereto as Exhibit 10.1.
The civil action (No.00-CIV-08786), is also based on the Defendants'
alleged fraudulent conduct in connection with the Agreement. The company is
seeking monetary damages as well as rescission of the Agreement.
In its complaint, the Company asserted five claims for relief sounding in:
(i) breach of contract;
(ii) fraud;
(iii) rescission of the Agreement;
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(iv) conversion; and
(v) injunctive relief.
On September 25, 2000, the United States Federal District Court ordered a
preliminary injunction issued against the defendants barring them from
exercising any management or control over the Company.
In addition, the Company also announced that it will delay a fifty percent
stock dividend to have been distributed on August 31, 2000, in the form of a
three for two stock split to our shareholders of record on August 24, 2000.
Finally, on August 23, 2000, the trading in the Company's shares were
suspended by the American Stock Exchange ("the Exchange"), pending a review by
the Exchange of the facts surrounding the Agreement and the subsequent
litigation.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description.
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10.1 Share Purchase Agreement, dated July 5, 2000.
99.1 Press release of Yellowave Corp., dated August 21, 2000
99.2 Court's Order together with the Company's pleadings
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.
YELLOWAVE CORP.
September 26, 2000 By: /s/ Laura Ballegeer
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Laura Ballegeer, Secretary
By: /s/ Richard Arons
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Richard Arons, President
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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10.1 Share Purchase Agreement, dated July 5, 2000.
99.1 Press release of Yellowave Corp., dated August 21, 2000.
99.2 Court's Order together with the Company's pleadings
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