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):
December 30, 1998
NEW GENERATION FOODS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 1-10825 36-2972588
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 Dunham Road, Scarsdale, New York 10583
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 722-2410
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FORWARD LOOKING STATEMENTS
Certain statements in this Form 8-K, including statements prefaced by
the words "anticipates", "estimates", "believes", "expects" or words of similar
meaning, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
ITEM 5. OTHER EVENTS.
New Generation Foods, Inc. (the "Company") has exercised its option to
purchase the assets of the Credit Risk Monitor credit information service
("CRM") from Market Guide Inc. ("MGI"). As previously reported, the purchase
price for the assets of CRM is approximately $2,500,000, payable in
installments.
The closing of the transaction is expected to occur in January 1999,
subject to customary closing conditions, at which time the Company expects to
change its corporate name to "CreditRiskMonitor.com, Inc." and to apply for a
new stock symbol that more clearly reflects its new corporate name.
The Company expects that CRM's cash revenues for the 12 months ended
December 1998 were approximately $1.0 million, and management believes that
CRM's 1999 cash revenues should be approximately $2,700,000 and that CRM should
be at or above cash flow break even for the 1999 fiscal year.
The Company is currently conducting a private placement of its Common
Stock to finance the acquisition of the CRM assets. The amount of the offering
has been increased from $3.0 Million to $3.25 Million. If the maximum number of
shares of Common Stock available for sale are sold in the offering, the Company
will have approximately 5,300,000 shares of Common Stock outstanding on a
fully-diluted basis.
A copy of the press release issued by the Company in connection with
the exercise of its option to purchase the assets of CRM is attached as Exhibit
20 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
20. Press release dated December 30, 1998.
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SIGNATURE
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.
NEW GENERATION FOODS, INC.
By: /s/Jerome S. Flum
Name: Jerome S. Flum
Title: Chairman of the Board and
Principal Financial Officer
DATE: January 14, 1999
EXHIBIT LIST
Exhibit
Number
20. Press Release dated December 30, 1998.
EXHIBIT 20
FOR IMMEDIATE RELEASE December 30,1998
New Generation Foods, Inc.
Jerry Flum, Chairman & CEO
516/327-2400, ext. 224
NEW GENERATION TO PURCHASE CREDITRISKMONITOR.COM
New Generation Foods, Inc. (OTCBB: NGNF, bid $4.00) has exercised its option to
purchase the assets of the CreditRisk Monitor credit information service (CRM),
the only real-time interactive Internet- based service
(www.creditriskmonitor.com) targeted at corporate credit managers, from Market
Guide Inc. The purchase price is approximately $2.5 million, payable in
installments, as previously reported.
The closing is expected to occur in January 1999, subject to customary closing
conditions, at which time New Generation will change its name to
CreditRiskMonitor.com, Inc. and will apply for a new stock symbol that more
clearly reflects the new name.
New Generation is completing a private placement of its common stock to finance
the acquisition. When completed, New Generation will have approximately 5.2
million shares outstanding in addition to a $13.8 million net operating loss
carryforward expiring in various amounts through 2017 which, the Company
believes, should be available to shelter future taxable income.
CRM's cash revenue for the 12 months ended December 1998 should be approximately
$1.0 million. Management believes that 1999 cash revenue should be approximately
$2.7 million and that the Company should be at or about cash flow breakeven for
the year.
Safe Harbor Statement: Certain statements in this press release, including
statements prefaced by the words "anticipates", "estimates", "believes",
"expects" or words of similar meaning, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward- looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
