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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 30, 2000
Commission File Number: 0-13628
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TRIDON ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Colorado 13-3183646
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
11601 Wilshire Blvd., Suite 2040 Los Angeles CA. 90025
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(310) 726-3559
Name and Address for Agent of Service:
Warren Soloski, Esq.
11300 W. Olympic Blvd, Suite 800
Los Angeles, CA 90064
(310) 477-9742
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ITEM 5. OTHER EVENTS.
On August 2, 1999, Tridon Enterprises, Inc. (the "Company") entered into an
agreement of reorganization with Satellite Link Communications, Inc., a
California Corporation. On May 30, 2000, prior to the effective date of the
agreement, management of Satellite Link Communications, Inc. requested a release
from the agreement due to internal management disputes interfering with
Satellite Link Communications' ability to execute its business plan. On June 1,
2000, the Board of Directors of Tridon Enterprises, Inc. accepted Satellite Link
Communications, Inc. request and granted a release from the agreement of
reorganization dated August 2, 1999.
On June 6, 2000, the Company entered into an agreement of reorganization
with BzAds.com, Inc. ("BzAds"), a Delaware Corporation. To accomplish the
acquisition, the Company intends to issue shares of its voting common stock to
the shareholders of BzAds in exchange of all of the issued and outstanding
shares of common stock of BzAds. BzAds shall receive that number of shares of
common stock of the Company following the merger that will result in BzAds
owning ninety five percent (95%) of the issued and outstanding shares of the
Company following the acquisition.
As of the date of this filing, the authorized capitalization of the Company
consists of 100,000,000 shares of Common Stock, with a par value of $.001 per
share and there are 78,894,734 shares issued and outstanding. The Company also
has 20,000,000 shares of Convertible Preferred Stock, with a par value of $.001
per share, of which 63,300 shares are issued and outstanding as of this date of
this filing.
The Reorganization Agreement requires that the Company cause a 1 for 40
reverse stock split to occur prior to the Closing and that the Shareholders
approve the same at the next annual meeting which is scheduled for July 31,
2000. To that end, the company is presently preparing a proxy statement for
delivery to shareholders of record following receipt of approval of the same
from the Commission. Following the acquisition, the Company shall have
approximately forty million shares of common stock outstanding of which
approximately two million shall be owned by shareholders of record as of the
date of the receipt of shareholder approval of the proposed acquisition.
Following the completion of the acquisition, BzAds shall become a wholly-
owned subsidiary of the Company and BzAds shall continue to operate as a
separate legal entity. BzAds shall take such steps, in cooperation with the
Company, as may be reasonably required to effectuate the acquisition, including
the filing of all required documents. Following the consummation of the
acquisition, the Officers and the Directors of the Company shall be
reconstituted and those individuals not remaining shall resign and shall tender
their written resignations to the Company. Following the receipt of shareholder
approval of the acquisition, the shareholders of the Company shall elect a new
board of directors. This is scheduled for the next shareholder meeting and shall
be included in the proxy materials the Company will file shortly with the
Commission.
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The proposed acquisition is subject to certain condition precedents and the
completion of certain items of due diligence as between the Company and BzAds.
To accomplish, the Company and BzAds will permit their authorized
representatives to have full access to the premises and books, files and records
of each other at any reasonable time and in any reasonable manner, and will
furnish each other at such time such financial and operating data and other
information with respect to its business and properties as each shall reasonably
request so that the due diligence and pre-acquisition contingencies can be
completed.
The Company and BzAds will each be required to provide appropriate opinions
of counsel with respect to the acquisition and the transfers contemplated in
connection therewith. To that end, counsel to the Company and counsel to BzAds
have prepared a definitive agreement which was executed by the Company and BzAds
on June 6, 2000.
The Company anticipates the completion of the acquisition with BzAds to be
completed on or before July 31, 2000. However, both the Company and BzAds have
agreed that this date may be extended by mutual consent of parties.
A true and correct copy of the Reorganization Agreement is filed by
Registrant in this Form 8-K filing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) There is attached hereto the following exhibits:
Exhibit
No. Description
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2.1 Agreement of Reorganization with BzAds.com, Inc.
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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 hereunto duly authorized.
TRIDON ENTERPRISES, INC.
DATED: June 6, 2000 By: /s/ Kevin Welch
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KEVIN WELCH
ACTING CHIEF EXECUTIVE OFFICER
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FORM 8-K CURRENT REPORT
EXHIBIT INDEX
The following Exhibits are filed as part of this Current Report pursuant to
Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
Exhibit
No. Description
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2.1 Agreement of Reorganization with BzAds.com, Inc.
