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: January 3, 2001 (December 19,2000)
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(Date of earliest event reported)
YELLOWAVE CORPORATION
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(Exact name of Registrant as specified in its charter)
Nevada 000-05223 11-1771806
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
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 January 3, 2001, Yellowave Corporation ("the Company") announced it
has settled an action the Company had commenced in the U.S. District Court for
the Central District of California [No. 00-CIV-08786] against Newtech Broadwidth
Ltd ("Newtech"), Myriam Abitbol, Prosper Abitbol, Jacques Ben Ezra and Benayayou
Shemesh (collectively, the "Defendants"). See the form of the Company's press
release attached hereto as Exhibit 99.1 dated January 3, 2001.
The settlement agreement required the Defendants to return, and allowed
the Company to cancel, 7,425,000 shares of the Company's stock. On or about
December 19, 2000, the Defendants remitted the 7,425,000 shares of stock back to
the Company whereupon such stock was cancelled thereby completing the settlement
agreement.
As delineated more specifically in the Company's previous Form 8K dated
September 26, 2000, this settlement agreement culminates more than four months
of litigation between the parties stemming from a Share Purchase Agreement
entered into between the Company and the Defendants.
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 Company's Common Stock. The Agreement also provided for the
satisfaction of certain conditions by the Defendants. The Company alleged that
(a) these conditions were never satisfied, and (b) the Defendants committed
fraud in inducing the Company to enter into the Share Purchase Agreement. On
August 21, 2000, the Company obtained a temporary restraining order in Federal
Court. On September 25, 2000, the Court issued a preliminary injunction against
the Defendants barring them from exercising any management or control over the
Company.
Finally, pursuant to the settlement agreement, both the Company and the
Defendants executed a Stipulation discontinuing this litigation.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release of Yellowave Corporation dated January 3, 2001
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 CORPORATION
January 3, 2001 By: /s/ Laura Ballegeer
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Laura Ballegeer, COO and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
99.1 Press release of Yellowave Corporation dated January 3, 2001.
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