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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 15, 1999
Commission file number 0-14039
Nucleus, Inc.
(Name of Small Business Issuer in its charter)
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
NEVADA 11-2714721
(State of incorporation) (I.R.S. Employer Identification No.)
150 North Michigan Avenue, Suite 3610
Chicago, IL 60601
Address of principal executive offices) (Zip Code)
Registrant telephone number, including area code: (312) 683-9000
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ITEM 2 -- Acquisition or Disposition of Assets
On April 15, 1999, Nucleus Holding Corporation ("Holding"), an Illinois
Corporation, was merged with and into Nucleus, Inc. (the "Company"), with the
Company as the surviving corporation (the "Merger"). The Merger was effected
pursuant to an Agreement and Plan of Merger, by and between the Company and
Holding, dated October 30, 1998, an Amendment to Agreement and Plan of Merger,
by and between the Company and Holding, dated December 23, 1998, a Second
Amendment to Agreement and Plan of Merger, by and between the Company and
Holding, dated January 20, 1999, and a Third Amendment to Agreement and Plan of
Merger, by and between the Company and Holding, dated February 26, 1999
(collectively, the "Merger Agreement"). The Merger Agreement is incorporated by
reference from the Company's Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 1998. The Company issued a press release on April 16, 1999
relating to the Merger. The press release is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
The consideration paid by the Company in connection with the Merger
consisted of the issuance by the Company of 5,307,109 newly issued shares of
common stock, par value $.001 per share, of the Company ("the Company Common
Stock"), to the sole Holding stockholder. The consideration paid by the Company
was determined as a result of negotiation between the Company and Holding. The
sole stockholder of Holding prior to the Merger, CapitalOne Holdings, Inc., an
Illinois Corporation, is a personal holding company of John C. Paulsen. Mr.
Paulsen became President and Chief Executive Officer of the Company upon
consummation of the Merger.
ITEM 6 -- Resignation of Registrant's Directors
Effective April 15, 1999, and as a condition to the Agreement, Christopher S.
Walker resigned as a director of Nucleus.
ITEM 7 -- Financial Statements, Pro Forma Financial Information, and Exhibits
(a)(b) not applicable.
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(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated October 30, 1998 by and
between the Company and Nucleus Holding Corporation (1)
2.2 Amendment to Agreement and Plan of Merger dated December 23, 1998
by and between the Company and Nucleus Holding Corporation (1)
2.3 Second Amendment to Agreement and Plan of Merger dated January
20, 1999 by and between the Company and Nucleus Holding
Corporation (1)
2.4 Third Amendment to Agreement and Plan of Merger dated February
26, 1999 by and between the Company and Nucleus Holding
Corporation (1)
99.1 Text of Press Release, dated April 16, 1999, issued by the
Company
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(1) Incorporated by reference from the Company's Annual Report on Form 10-KSB/A
for the year ended December 31, 1998, as filed with the Securities and
Exchange Commission on March 29, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nucleus, Inc.
Date: April 30, 1999
/s/ J. Theodore Hartley
J. Theodore Hartley
Executive Vice President
andChief Financial Officer
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EXHIBIT 99.1
NUCLEUS ANNOUNCES COMPLETION OF MERGER
Chicago, IL -- April 16, 1999 -- Shareholders approved the merger between
Nucleus, Inc., formerly known as American General Ventures, Inc. (NASDAQ OTC-BB
"NCLS") and Nucleus Holding Corporation today at a Special Shareholders'
Meeting.
In addition, John C. Paulsen, Mark P. Fera, J. Theodore Hartley, Stephen M.
Calk, and Jeffrey Wescott were elected to serve on the Company's Board of
Directors. These directors join Adriann Belinne and Steven H. Walker to comprise
the Nucleus Board.
Mr. Paulsen was elected Chairman, President & Chief Executive Officer, while Mr.
Fera and Mr. Hartley will serve as Chief Operating Officer and Chief Financial
Officer, respectively.
Nucleus is a Convergent Solution Provider ("CSP"), leveraging the Internet as
the platform to deliver information technology and communications.
