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): JANUARY 2, 2001
INFOAMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-13338 84-0853869
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
20031 VALLEY BOULEVARD, TEHACHAPI, CA 93561
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (661) 821-1030
5 CLOVER LEAF COURT, TEHACHAPI, CA 93561
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 2. Acquisition or Disposition of Assets
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On January 2, 2001, the Registrant completed a merger with Technical
Services Broadband Inc., a California corporation ("TSB"), pursuant to which the
Registrant's wholly owned subsidiary, IFOA Acquisition Corp., a California
corporation ("IFOA Acquisition") merged with and into TSB and TSB was the
surviving entity. The transaction was consummated pursuant to an Agreement and
Plan of Merger, dated as of December 19, 2000 by and among the Registrant, IFOA
Acquisition, TSB and the shareholders of TSB (the "Agreement"). The purchase
price for the consummation of the transaction was $575,000. The purchase price
was calculated by multiplying the projected cash flow of TSB for the year ended
December 31, 2000 by two, and included a deduction of $25,000 as payment in full
for previous advances made to TSB by the Registrant. The shareholders of TSB
received cash in the aggregate amount of $110,000. The shareholders of TSB shall
be issued the balance of the purchase price in 232,500 shares of the
Registrant's common stock, par value $0.025 per share. The number of shares to
be issued is subject to adjustment as provided for in the Agreement in the event
the actual cash flow of TSB as evidenced in its audited financial statements for
the year ended December 31, 2000 is less than the projected cash flow. TSB
installs and maintains telecommunications and satellite transmission centers,
electronic digital hub stations and digital nodes for global communication
companies. The Registrant intends to continue to devote the assets of TSB to the
same purpose.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of business acquired.
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Audited financial statements relating to the acquisition
will be filed by amendment within 60 days of the date this Report must
be filed.
(b) Pro forma financial statements.
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Pro forma financial statements relating to the acquisition
will be filed by amendment within 60 days of the date this Report must
be filed.
(c) Exhibits.
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Agreement and Plan of Merger, dated as of December 19, 2000,
by and among the Registrant, IFOA Acquisition, TSB and the shareholders
of TSB.
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SIGNATURE
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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.
Date: January 17, 2001
INFOAMERICA, INC.
By: /s/ Richard G. Lubic
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Name: Richard G. Lubic
Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of December 19, 2000
by and among the Registrant, IFOA Acquisition, TSB and the
shareholders of TSB.
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