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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 27, 2000
B.H.I.T. INC.
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(Exact name of registrant as specified in its charter)
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Delaware 1-9043 36-3361229
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(State or Other Commission File Number IRS Identification Number
Jurisdiction of Incorporation)
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875 Avenue of the Americas, New York, NY 10001
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(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (212) 736-7880
Item 1. Changes of Registrant.
Effective September 27, 2000, Arrowhead Holdings Corporation purchased
5,370,563 shares of the common stock of BHIT Inc. (the "Registrant") owned by
Harvey Polly for the purchase price of $1,540,276 and purchased 500,000 shares
of common stock of the Registrant owned by Sheltering Palms Foundation, a
private foundation controlled by Mr. Polly and his wife, for the purchase price
of $142,724, pursuant to the terms of a Securities Purchase Agreement by and
among Vesper Corporation, Harvey Polly and Sheltering Palms Foundation, dated as
of July 31, 1999 (the "Securities Purchase Agreement"). Vesper Corporation
assigned its rights under the Securities Purchase Agreement to Arrowhead
Holdings Corporation. The consideration for the shares of common stock of the
Registrant acquired by Arrowhead Holdings Corporation was the working capital of
Arrowhead Holdings Corporation. Arrowhead Holdings Corporation now holds
approximately 39.0% of the outstanding voting securities of the Registrant.
Pursuant to the Securities Purchase Agreement, Arrowhead Holdings Corporation
has the right to appoint 2 of the 4 members of the Registrant's Board of
Directors.
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Item 2. Acquisition of Assets
On September 27, 2000, in connection with the purchase of the shares of
common stock of the Registrant by Arrowhead Holdings Corporation as described in
Item 1 above, the Registrant sold to Harvey Polly the Registrant's 50% interest
in Metro Franchising Commissary, LLC (the "Franchise Interest") for a purchase
price of $1,000,000 pursuant to a Sale of Franchise Interest Agreement between
the Registrant and Harvey Polly, dated as of July 31, 1999. The assets being
sold represented 68% of the Registrant's assets. Mr. Polly is the Registrant's
Chairman and Chief Executive Officer. Mr. Polly used a portion of the proceeds
received by him from the sale of shares of common stock of the Registrant from
Arrowhead Holdings Corporation as described in Item 1 above to fund the purchase
price of the Franchise Interest.
(c) Exhibits
1.1 Securities Purchase Agreement by and among Vesper Corporation,
Harvey Polly and Sheltering Palms Foundation dated as of July 31, 1999.
2.1 Sale of Franchise Interest Agreement between BHIT, Inc. and Harvey
Polly dated as of July, 31, 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.
B.H.I.T. Inc.
(Registrant)
Date: October 10, 2000 By: /s/ Morton Kalb
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Morton Kalb
Chief Financial Officer
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EXHIBIT INDEX
1.1 Securities Purchase Agreement by and among Vesper Corporation, Harvey
Polly and Sheltering Palms Foundation dated as of July 31, 1999.
2.1 Sale of Franchise Interest Agreement between BHIT, Inc. and Harvey
Polly dated as of July, 31, 1999.
