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) April 14, 1998
______
Nevada Food Concepts, Inc. 13-3124057
_____________ _______________________________________ __________
(State or other (Exact Name of registrant as specified (I.R.S.
incorporation or in its charter) Employer
organization) Identification
Number)
6601 Lyons Road, Suite C-12, Coconut Creek, Florida 33073
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 420-0882
_____________
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report
<PAGE>
Item 5. Merger Agreement
On March 31, 1998, the Registrant entered into the following merger
agreement:
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the "'Merger
Agreement") is made as of March 31. 1998, by and between Food Concepts, Inc.,
a Nevada Corporation ("Food"),and Insecta Sales & Research Inc., a Delaware
corporation ("lnsecta"). Food and Insecta are sometimes referred to as the
"Constituent Corporations," with reference to the following facts:
A. The authorized capital stock of Food consists of Fifty
Million (50,000,000) shares of common stock, $0.01 par value. The authorized
capital stock of Insecta consists of Fifty Million (50,000,000) shares of
common stock, $.01 par value.
B. There are 6,671,999 shares of common stock of Food outstanding.
C. The directors of the Constituent Corporations deem it advisable and
to the advantage of said corporations that Insecta merge into Food upon the
terms and conditions herein provided.
D. Insecta currently has 6,552,915 shares of common stock issued and
outstanding. Prior to the Effective Date (as hereinafter defined), Insecta
will effect the spinoff of a wholly-owned subsidiary, Insecta Subsidiary,
Inc.
("Subsidiary"), by exchanging 5,546,750 shares of Subsidiary's common stock
for an equal number of shares of Insecta common stock held by certain Insecta
stockholders pursuant to an Agreement and Plan of Reorganization and
Corporate
Separation of even date herewith. As a result, on the Effective Date,
Insecta
will have no subsidiaries and will have a total of 1,006,165 shares of common
stock issued and outstanding, and no other shares of any class shall be
outstanding, nor shall there be any options to acquire, or rights outstanding
which would give any person the right to acquire any share of Insecta's stock.
NOW, THEREFORE, the parties do hereby adopt the plan of merger
encompassed by this Merger Agreement and do hereby agree that Insecta shall
merge with and into Food on the following terms, conditions, and other
provisions:
1. TERMS AND CONDITIONS
1.1 Merger. Insecta shall be merged with and into Food (the
"Merger"),and Food shall be the surviving corporation (the "Surviving
Corporation") effective upon the date when this Merger Agreement or Articles
of Merger are filed with the Nevada Secretary of State (the "Effective Date").
1.2 Succession. On the Effective Date, Food shall continue its
corporate existence under the laws of the State of Nevada, and the separate
existence and corporate organization of Insecta, except insofar as it may be
continued by operation of law, shall be terminated and cease.
1.3 Transfer of Assets and Liabilities. On the Effective Date, the
rights, privileges, powers and franchises, both of a public as well as of a
private nature, of each of the Constituent Corporations shall be vested in
and
possessed by the Surviving Corporation, subject to all of the liabilities,
duties and restrictions of or upon each of the Constituent Corporations; and
all and singular rights, privileges, powers and franchises of each of the
Constituent Corporations, and all property, real, personal and mixed, of each
of the Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to
each of the Constituent Corporations shall be transferred to and vested in
the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest, shall be thereafter the
property
of the Surviving Corporation as they were of the Constituent Corporations,
and
the title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason
of the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their stockholders, directors and officers shall not be
affected and all rights of creditors and all liens upon any property of
either
of the Constituent Corporations Shall be preserved or repaired, and any claim
existing or action or proceeding pending by or against either of the
Constituent Corporations may be prosecuted to judgments as if the Merger had
not taken place except as they may be modified with the consent of such
creditors and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may
be
enforced against it to the same extent as if such debts, liabilities and
duties had been incurred or contracted by it.
1.4 Manner of Accomplishing Merger. The Merger shall be accomplished
by way of the exchange of 100% of the issued and outstanding shares of
Insecta
for the common stock of Food, at the ratio of one (1) share of Food for each
one share of Insecta outstanding on the effective date of the Merger. All
Insecta shares of record outstanding on the date of the Merger will be deemed
"canceled," and the transfer agent will automatically be instructed to issue
new certificates of Food, based on the above ratio, to each of the
stockholders of Insecta, at the address listed in the register of
stockholders. No fractional shares will be issued, but each fractional share
will be rounded up to the next share and a certificate for Food will be
issued
to each record holder of lnsecta accordingly.
1.5 Rights of Appraisal. This Merger shall be subject to the rights
of appraisal granted to the stockholders of a Delaware corporation in
accordance with the General Corporation Law of the State of Delaware. Should
more than twenty-five percent (25%) of the stockholders of Insecta,
regardless
of the number of shares owned, seek to enforce their rights of appraisal, the
Merger shall be deemed canceled and all parties relieved of any obligation
pursuant to this Agreement.
1.6 Obligation of Insecta to Issue its Securities. AS of the date of
this Merger Agreement and until the Effective Date, Insecta will have no
obligations to issue any additional shares of its common stock to any person
or entity whatsoever, including as a result of having previously issued any
warrants to acquire common stock, any options to acquire its securities as a
result of any employee stock option plan or otherwise, or pursuant to any
employee benefit plan. Insecta further represents that the capitalization, as
set forth in paragraph D of the preamble to this Agreement, is true and
accurate in all respects.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate of Incorporation and Bylaws. The Articles of
incorporation, as amended, of Food in effect on the Effective Date shall
continue to be the Articles of Incorporation of the Surviving Corporation.
The
Bylaws of Food, as amended, shall be the Bylaws of the Surviving Corporation,
as they may be amended from time to time.
2.2 Directors. The directors of Food immediately preceding the
Effective Date shall become the directors of the Surviving Corporation on and
after the Effective Date to serve until the expiration of their terms and
until their successors are elected and qualified..
2.3 Officers. The officers of Food immediately preceding the
Effective Date shall become the officers of the Surviving Corporation on and
after the Effective Date to serve at the pleasure of its Board of
Directors.
3. MISCELLANEOUS
3.1 Further Assurances. From time to time, and when required by the
Surviving Corporation or by its successors and assigns, there shall be
executed and delivered on behalf of Insecta such deeds and other instruments,
and there shall be taken or caused to be taken by it such further and other
action, as shall be appropriate or necessary in order to vest or perfect in
or
to conform of record or otherwise, in the Surviving Corporation the title to
and possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Insecta and otherwise to
carry
out the purposes of this Merger Agreement, and the officers and directors of
the Surviving Corporation are fully authorized in the name and on behalf of
Insecta or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
3.2 Amendment. At any time before or after approval by the
stockholders of Insecta, this Merger Agreement may be amended in any manner
(except that, after the approval of the Merger Agreement by the stockholders
of Insecta, the principal terms may not be amended without the further
approval of the stockholders of Insecta) as may be determined in the judgment
of the respective Board of Directors of Food and Insecta to be necessary,
desirable, or expedient in order to clarify the intention of the parties
hereto or to effect or facilitate the purpose and intent of this Merger
Agreement.
3.3 Conditions to Merger. The obligation of the Constituent
Corporations to effect the transactions contemplated hereby is subject to
satisfaction of the following conditions (any or all of which may be waived
by
either of the Constituent Corporations in this sole discretion to the extent
permitted by law):
(a) the Merger shall have been approved by the stockholders of Insecta
in accordance with applicable provisions of the General Corporation Law of
the
State of Delaware; and
(b) the Merger shall have been approved by the board of directors of
Food; and
(c) any and all consents, permits, authorizations, approvals, and
orders deemed in the sole discretion of Food to be material to consummation
of
the Merger shall have been obtained.
3.4 Abandonment or Deferral. At any time before the Effective Date,
this Merger Agreement may be terminated and the Merger may be abandoned by
the
mutual agreement of the Boards of Directors of Food and Insecta
notwithstanding the approval of the Merger by the stockholders of food or
Insecta, or the consummation of the Merger may be deferred for a reasonable
period of time if, in the opinion of the Boards of Directors of Food and
Insecta, such action would be in the best interest of such corporations. In
the event of termination of this Merger Agreement, this Merger Agreement
shall
become void betty and of no effect and there shall be no liability on the
part
of either constituent Corporation or its Board of Directors or stockholders
with respect thereto.
3.5 Counterparts. In order to facilitate the filing and recording of
this Merger Agreement, the same may be executed in any number of
counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Boards of Directors of Food and Insecta, is hereby executed
on
behalf of each said corporation and attested by their respective officers
thereunto duly authorized.
FOOD CONCEPTS, INC.,
A Nevada corporation
By: /s/ Herb Glaubman
Herb Glaubman, President
ATTEST:
/s/ Frances Glaubman
Frances Glaubman, Secretary
INSECTA SALES & RESEARCH, INC.,
A Delaware corporation
By: /s/ Donald G. Grummer
Donald G. Grummer, President
ATTEST:
/s/Hugh D. Johnson
Hugh D. Johnson, Secretary
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FOOD CONCEPTS, INC.
Registrant
By: /s/ Herb Glaubman
Herbert Glaubman, President
Dated: April 16, 1998
<PAGE>
INDEX TO EXHIBITS
(1) Underwriting agreement
Not Applicable.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession
Not Applicable.
(4) Instruments defining the rights of security holders, including
indentures
Not Applicable.
(16) Letter referencing change in certifying accountant
Not Applicable.
(17) Letter referencing director resignation
Not Applicable.
(20) Other documents or statements to security holders
Not Applicable.
(23) Consents of experts and counsel
Not Applicable.
(24) Power of attorney
Not Applicable.
(27) Financial Data Schedule
Not Applicable.
(99) Additional Exhibits
None.
