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 AND EXCHANGE ACT OF 1934.
November 22, 2000
Date of Report (Date of Earliest Event Reported)
CDX.COM INCORPORATED
(Exact name of registrant as specified in charter)
Commission File Number: 333-72097
Colorado 84-0771180
(State of Incorporation) (I.R.S. Employer I.D. No)
355 Interstate Blvd, Sarasota, FL 34240
(Address of Principal Executive Offices)
(941) 923-1949
(Registrant's Telephone Number, Including Area Code)
One Richmond Square, Providence, RI 02906
(Registrant's Former Address)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
On November 18, 2000, Tampa Bay Financial, Inc., a Florida corporation
("TBF"), entered into an agreement (the "Agreement") with the Registrant and
certain of its shareholders. The Agreement obliges TBF or persons affiliated
with TBF to acquire 3,523,733 shares, representing approximately seventy-two
percent (72%) of the Registrant's outstanding common stock, thereby acquiring
control of the Company. The selling stockholders in the transaction were Harold
I. Schein and Philip D. Schein.
Under the Agreement, TBF (or its designees) will pay aggregate
consideration of $262,500. The source of the consideration paid to the selling
stockholders was corporate or personal funds of TBF and its affiliates.
In connection with the transaction, effective November 22, 2000, Harold I.
Schein, Michael Schein and Philip D. Schein resigned from any and all positions
with the Registrant, including their positions as officers and directors. Two
designees of TBF, Howard Davidsmeyer and Matthew A. Veal, were appointed to the
board. In addition, Mr. Davidsmeyer was elected to serve as Chairman and Chief
Executive Officer, and Mr. Matthew A. Veal was elected to serve as Chief
Financial Officer.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 21, 2000, the Registrant executed a Contract with
Cyberdiagnostics, Inc. ("CDI") for the sale of substantially all of the
Company's assets used in connection with the sale of computerized pulmonary
diagnostic equipment and bio-hazard control products. The transferred assets
included all furniture, fixtures, equipment, inventory, plans, permits,
licenses, approvals and trade names (including "CDX", "CDX Spiro 850", "CDX 50",
"CDX Biosponse", and "CDX Biopail") in addition to the Company's books, records
signage and goodwill, associated with that line of business.
In consideration for the sale, CDI expressly assumed all of the
Registrant's liabilities and agreed to indemnify the Registrant against all
costs, expenses, claims, judgments or damages arising out of CDI's assumption of
liabilities. The Registrant's conclusion regarding the advisability of the
transaction and the valuation of the assets sold has been ratified by the
newly-appointed members of the Board of Directors (see Item 1 of this Current
Report on Form 8-K). Until the change of control described in Item 1 of this
Report, Harold I. Schein, the principal shareholder of CDI, was a director and
executive officer of the Registrant.
Item 3. BANKRUPTCY OR RECEIVERSHIP
None.
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
Item 5. OTHER EVENTS
None.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
None.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits:
2.1 Agreement between the Registrant and Tampa Bay Financial, Inc.
2.2 Agreement between the Registrant and Cyberdiagnostics, Inc.
Item 8. CHANGE IN FISCAL YEAR
None.
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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, thereunto duly authorized.
/s/ Howard Davidsmeyer
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Howard Davidsmeyer, Chief Executive Officer
December 6, 2000
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