SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 19, 1999
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Park Pharmacy Corporation
(Exact Name of Registrant as Specified in Charter)
Colorado 000-15379 841029701
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10711 Preston Road, Suite 250, Dallas, Texas 75230
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 692-9921
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Power-Cell, Inc. 660 Preston Forest Center #200, Dallas, Texas 75230
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(Former Name or Former Address, if Changes Since Last Report)
Page 1 of 4
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ITEM 1. Changes in Control of Registrant.
On October 19, 1999, the reverse acquisition of the registrant by the
shareholders of Park Pharmacy Corporation, a privately held Texas corporation
("Park TX"), was completed. The reverse acquisition was consummated pursuant to
the terms of that certain Stock Purchase Agreement dated as of March 9, 1999
(the "Stock Purchase Agreement"), by and among the registrant, Park TX, and Joe
B. Park, Thomas R. Baker and David W. Frauhiger (the "Selling Shareholders").
Pursuant to the Stock Purchase Agreement, which was approved by the
shareholders of the registrant at a special meeting of shareholders on October
12, 1999, (i) the registrant acquired all of the stock of Park TX with Park TX
becoming a wholly-owned subsidiary of the registrant, and (ii) the registrant
issued to the Selling Shareholders shares of newly designated Series A Preferred
Stock of the registrant in exchange for their shares of Park TX, with the
Selling Shareholders now controlling 80% of the voting stock of the registrant.
As part of the transaction, the registrant filed Articles of Amendment to its
Articles of Incorporation which created a new class of "blank check" Preferred
Stock and changed the registrant's corporate name to "Park Pharmacy
Corporation." The Articles of Amendment were approved by the shareholders of the
registrant at the October 12, 1999 meeting.
Effective October 19, 1999, Messrs. Brewer Newton and H. Don Gill
resigned from all officer and director positions they held with the registrant
and Mr. James C. Rambin resigned from all officer positions he held with the
registrant. On that date, the following persons were elected to the registrant's
Board of Directors and to serve as officers:
Name: Position:
Joe B. Park Chairman of the Board, Director
Thomas R. Baker Chief Executive Officer & President, Director
Gwendolyn Park Vice President, Secretary & Treasurer, Director
Jack R. Munn Director
John A. Blomgren Director
In addition to the above, Mr. Rambin shall continue to serve on the Board of
Directors of the registrant in an advisory capacity. Furthermore, although not
set forth in a written agreement, the parties have agreed that Mr. Rambin will
serve as a consultant to the Company on a retainer basis. The specific terms of
such consulting arrangement will be determined by the parties and will be
subject to approval by the Board of Directors of the registrant.
As a result of the closing of the reverse acquisition, the business of
the registrant shall be the acquisition, development and operation of both
Internet-based and non Internet-based retail pharmacies.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
(2) Stock Purchase Agreement dated March 9, 1999, by and
among the registrant, Park Pharmacy Corporation and
the Selling Shareholders, incorporated herein by
reference to Annex A in the Company's Definitive
Proxy Statement filed on September 7, 1999, with the
Securities and Exchange Commission.
(3)(i) Articles of Amendment to Articles of Incorporation,
incorporated herein by reference to Annex B in the
Company's Definitive Proxy Statement filed on
September 7, 1999, with the Securities and Exchange
Commission.
(99) Press Release dated October 20, 1999, filed herewith.
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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.
PARK PHARMACY CORPORATION
(Registrant)
Date: October 26, 1999 By: /s/ Thomas R. Baker
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Thomas R. Baker,
Chief Executive Officer &
President
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EXHIBIT 99
REVERSE ACQUISITION OF POWER-CELL COMPLETED
DALLAS (October 20, 1999) - The reverse acquisition of Power-Cell, Inc., a
Colorado corporation (OTC BB: POCE), by the shareholders of Park Pharmacy
Corporation, a privately held Texas corporation ("Park (TX)"), was completed
yesterday. The transaction was consummated pursuant to a Stock Purchase
Agreement dated March 9, 1999, and took place after the Company's shareholders
approved the transaction at a meeting in Dallas on October 12, 1999.
Pursuant to the terms of the Stock Purchase Agreement, Power-Cell
acquired all of the stock of Park (TX), with the Park (TX) shareholders
receiving shares of newly designated Series A Preferred Stock of Power-Cell. As
a result of the reverse acquisition, Park (TX) is now a wholly-owned subsidiary
of Power-Cell and Park (TX)'s former shareholders now control approximately 80%
of the voting stock of Power-Cell. As part of the transaction, Power-Cell filed
Articles of Amendment to its Articles of Incorporation changing its corporate
name to "Park Pharmacy Corporation." Power-Cell Common Stock will be traded on
the over-the-counter market under the new symbol "PPRX" beginning today. As a
result of the transaction, there currently are 2,840,566 shares of Series A
Preferred Stock of the Company issued and outstanding and 4,419,551 shares of
Common Stock of the Company issued and outstanding.
As part of the transaction, the Board of Directors of the Company was
increased from three to six directors, with Park (TX)'s designees now
constituting five out of the six directors. Messrs. Brewer Newton and H. Don
Gill resigned from their board and officer positions and the following persons
were elected to fill the vacancies caused by their resignations and the
increased board seats: Joe B. Park, Thomas R. Baker, Jack R. Munn, John A.
Blomgren and Gwendolyn Park. Mr. Park was appointed as Chairman of the Board,
Mr. Baker was appointed as President and Chief Executive Officer, and Ms. Park
was appointed as Vice President, Secretary and Treasurer.
The Company's business plan is to close the acquisition of Rx-Pro.Com,
Inc., a privately held Texas corporation ("Rx-Pro"), that operates online
pharmacy businesses, and to acquire independent non-Internet retail pharmacies.
Earlier this year, Park (TX) entered into an agreement with Rx-Pro's
shareholders, pursuant to which Park (TX) has agreed to purchase all of the
stock of Rx-Pro in exchange for shares of the Company's Series A Preferred.
Rx-Pro currently has an Internet-based network of more than 200 independent
pharmacies serving more than 3,000 hospice patients and processing over 15,000
prescriptions per month. The new management of the Company combined has over 110
years of experience in the retail pharmacy industry.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT: Statements in this press release that are not historical facts,
including statements about plans and expectations regarding plans and
opportunities, and future financial condition and results are forward-looking.
Forward-looking statements involve risks and uncertainties, which may cause the
Company's actual results in future periods to differ materially and adversely
from those expressed. These uncertainties and risks include competition,
changing consumer preferences, lack of success of new businesses, the inability
to acquire retail pharmacies, and other factors discussed from time to time in
the Company's filings with the Securities and Exchange Commission.
