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) May 20, 1999
InfoAmerica, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-13338 84-0853869
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2600 Canton Court, Suite G, Fort Collins, Colorado 80525
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (970) 221-5599
<PAGE>
Item 5. OTHER EVENTS.
Registrant intends to enter into a Merger Agreement and Plan of
Reorganization pursuant to which three privately-owned California corporations,
which own and operate a small cable television business in and around Tehachapi,
California, would be merged into three newly-formed subsidiary corporations of
the Registrant. When the transaction is closed, planned for early June 1999, the
Registrant will acquire and begin to operate the cable television business and
the owners of that business will become majority shareholders of the Registrant.
The present officers and directors of the Registrant would resign at the closing
of the transaction and be replaced by the present owners of the cable television
business and persons designated by them.
Pursuant to Rule 14f-1 adopted under the Securities Exchange Act of 1934,
as amended, the Registrant caused the Notice to Shareholders, attached as
Exhibit 10.1, to be transmitted to all holders of record of securities of the
Registrant who would be entitled to vote at a meeting for election of directors.
The notice to shareholders was transmitted on about May 20, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(c) Exhibits.
Exhibit 10.1 Notice to Shareholders Dated May 19, 1999.
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.
Date: May 28, 1999
INFOAMERICA, INC.
By /s/ Paul F. Knight
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Paul F. Knight, President and Chief
Executive Officer
By /s/ Larry J. Salmen
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Larry J. Salmen, Vice President and Chief
Operating Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- -------
10.1 Notice to Shareholders Dated May 19, 1999. 4
3
NOTICE TO SHAREHOLDERS
Pursuant to Rule 14f-1 adopted under the Securities Exchange Act of 1934,
as amended, InfoAmerica, Inc. (the "Company") furnishes the following
information to shareholders of record as of May 14, 1999.
The Company has entered into an agreement pursuant to which three
corporations which, together, own and operate a cable television system in and
around Tehachapi, California, shall be merged with and into three newly-formed
subsidiary corporations of the Company (the "Merger Transaction"). As a result
of the Merger Transaction, the Company shall acquire ownership and control of
the cable television business operated by the three acquired corporations in
exchange for the issuance, to nonaffiliated persons, of a number of shares of
common stock equal to approximately 53.2% of the outstanding common stock
following the transaction. The Merger Transaction is expected to close on or
after 10 days from the date that this Notice is mailed to shareholders.
As of the anticipated date of the closing of the Merger Transaction, the
Company has 5,214,621 shares of its $0.025 par value common stock issued and
outstanding, each of which is entitled to one vote. Upon completion of the
Merger Transaction, the Company anticipates that there will be issued and
outstanding 25,973,106 shares of its common stock.
In connection with the Merger Transaction, a change of control will be
effected. Richard W. Clark and Richard Lubic, who together will own
approximately 53.2% of the Company's issued and outstanding voting common stock,
will have control of the Company following the Merger Transaction and may be
deemed to be parents of the Company. Prior to the completion of the Merger
Transaction, Messrs. Knight and Salmen may be deemed to be parents of the
Company by virtue of their ownership of approximately 62.9% of the issued and
outstanding voting common stock. Messrs. Knight and Salmen will own
approximately 12.6% following the Merger Transaction.
At the closing, persons who currently serve as officers and directors of
the Company shall resign and the following is information concerning each of the
persons who will be elected as directors of the Company at the closing of the
Merger Transaction to serve until the next annual meeting of shareholders and
until their successors are elected and qualified:
Richard ("Dick") W. Clark, 69, will be Chairman of the Company. He has been
Chairman and Chief Executive Officer and a director of dick clark productions,
inc. since its inception in 1957. He acts as executive producer on almost all of
the television programs produced by dick clark productions, inc. Mr. Clark is
also Chairman of United Stations Radio Networks Inc., a privately held radio
network. Mr. Clark is the principal stockholder, as well as a director and
executive officer, of Olive Enterprises, Inc., a Pennsylvania corporation
("Olive"). Olive is a company controlled by Mr. Clark. Mr. Clark also acts and
performs on a freelance basis.
<PAGE>
Richard Lubic, 61, will be President of the Company. He is the Managing
Partner of DDD Cablevision of Tehachapi, California, a cable television system
covering northern Kern County, California since 1990. In addition, he is the
President, CEO and Co-owner (along with Dick Clark) of D.L. Hawk, a California
Corp. which is the management company of DDD Cablevision. Since 1998, he has
been Chairperson and CEO of Sportnuts.com, Provo, Utah, a direct sales
organization that combines network marketing, cable television and the internet
to offer sports products and services to sports fans. Prior to 1990, Mr. Lubic
was a consultant for D.L. Ranch Corp., a Laguna Beach, California based cable
TV, satellite and broadcasting corporation. Earlier in his career, Mr. Lubic was
with Time-Life Broadcast as National Director of Cable Television. Mr. Lubic
studied at the University of Idaho from 1958 to 1960.
Michael Risman, 61, is the Managing Partner of Hollingsworth and Lord Ltd.,
a financial consulting firm in Marina Del Rey, California since its inception in
1998. Prior thereto from 1991 through 1997 he was with Malvern Financial
Services Corp. as head of investments for this government subsidized low income
housing investment firm. Earlier in his career he was an attorney with the
Securities and Exchange Commission in Washington, D. C. Mr. Risman graduated
from the University of Michigan in 1960 and Georgetown Law Center in 1964.
Milton Miller, 66, has been a Consultant for the International Monetary
Business Corporation, a Nassau (Bahamas) based International Financial
Management Firm since 1993. He is also a director of Germinda Private, Ltd., a
manufacturer and exporter of computer products and accessories since 1994. In
1958, Mr. Miller founded Lane Leather, a privately-owned manufacturing, sales
and distribution company in the field of leather products. He retired from Lane
Leather in 1993 after 35 years. Mr. Miller graduated from City College of New
York in 1954 with a BBA degree.
Matthew Paul Lasky, 43, is the Managing Director of LF Holdings, a
privately-owned family investment company since 1996. In addition, Mr. Lasky has
owned and operated Westways World Travel, Inc. and Westways Pacific Tours since
1980, the latter specializing in Group Tours in Baja California (Mexico). Mr.
Lasky is also a real estate developer in Baja, as well as in Kauai, Hawaii. Mr.
Lasky attended both West Los Angeles Junior College and Santa Monica College.
Certain Relationships and Related Transactions. None of the foregoing
persons has been a party to any transaction during the last two years in which
the Company was or is to be a party except that, as set forth above, Richard W.
Clark and Richard Lubic will acquire shares of the Company's outstanding voting
common stock at the closing of the Merger Transaction described above. Until the
closing of the Merger Transaction, neither of Messrs. Clark or Lubic was nor
will be an affiliate nor an officer or director of the Company. Each of Messrs.
Risman, Miller and Lasky will receive shares of common stock of the Company at
the time they become directors. Also, certain persons who have served as
finders, advisors and consultants in the Merger Transaction will receive common
stock for such services.
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<PAGE>
The following table shows information concerning the identification and
address of each person which prior to the Merger Transaction was the beneficial
owner of more than 5% of the Company's outstanding common stock, its only class
of voting securities:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature
Beneficial Owner Title of Class of Beneficial Ownership Percent of Class
- ------------------- -------------- ----------------------- ----------------
<S> <C> <C> <C>
Paul F. Knight ......................... Common Stock 1,658,520 31.8%
2600 Canton Ct., Ste G
Ft. Collins, CO 80525
Larry J. Salmen ........................ Common Stock 1,621,710 31.1%
2600 Canton Ct., Ste G
Ft. Collins, CO 80525
</TABLE>
The following table sets forth the name and address of each person who will
be the beneficial owner of more than 5% of any class of voting securities of the
Company following the Merger Transaction.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature
Beneficial Owner Title of Class of Beneficial Ownership(1) Percent of Class
- ------------------- -------------- ------------------------- ----------------
<S> <C> <C> <C>
Richard W. Clark........................ Common Stock 13,834,000(1) 53.2%
3003 West Olive Ave.
Burbank, CA 80525
Richard Lubic .......................... Common Stock 13,834,000(1) 53.2%
c/o Country Cable
Box 4400-123
S. R. 3
Tehachapi, CA 93561
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</TABLE>
(1) Represents the total number of shares to be owned by Messrs. Clark and
Lubic. Under a voting agreement, Mr. Clark will be entitled to exercise
voting control for all shares.
Executive Compensation
The following table shows all compensation paid by the Company to its
executive officers during each of the last three fiscal years ended December 31,
1998:
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<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Restricted Option
Principal Position Year Salary($) Bonus($) Stock Awards($) Shares(#)
- ------------------ --- -------- ------- -------------- --------
<S> <C> <C> <C> <C> <C>
Paul F. Knight .................... 1998 $92,400(2) -- -- --
CEO 1997 $90,363 -- -- --
1996 $84,061(1) -- -- --
Larry J. Salmen ................... 1998 $91,200(4) -- -- --
COO 1997 $90,061(3) -- -- --
1996 $85,982(3) -- -- --
</TABLE>
(1) All salaries were cash compensation except for $6,336 that was unpaid
as of December 31, 1996.
(2) All salaries were cash compensation except for $11,600 that was unpaid
as of December 31, 1998 and $4,672 that was paid in advance during 1997.
(3) All salaries were cash compensation except for $8,400 that was unpaid
as of December 31, 1997 and $422 that was unpaid as of December 31, 1996.
(4) All salaries were cash compensation except for $22,100 that was unpaid
as of December 31, 1998.
The Board of Directors has no standing audit, nominating or compensation
committees or committees performing similar functions. During the fiscal year
ended December 31, 1998, the Board of Directors of the Company held two
meetings, both of which were held by unanimous written consent without an actual
meeting.
May 19, 1999
BY ORDER OF THE BOARD OF DIRECTORS
INFOAMERICA, INC.
a Colorado corporation
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