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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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: APRIL 28, 2000
(DATE OF EARLIEST EVENT REPORTED)
e resources inc
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
________________________________________________________________________________
Utah 33-14065-D 87-0476117
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
304 NORTH HIGHWAY 377, ROANOKE, TEXAS 76262
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 491-8698
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 28, 2000, the registrant, e resources inc (formerly named "Dryden
Industries, Inc."), a Utah corporation ("e resources" or the "Company"),
acquired all the outstanding capital stock of CareMart, Inc., a Delaware Company
("CareMart," formerly named "e resources inc"). The acquisition was accomplished
pursuant to a reverse triangular merger, whereby CareMart was merged with a
wholly-owned subsidiary of the Company in accordance with a merger agreement
entered into between the parties on March 17, 2000 (the "Merger Agreement"). The
Company's plan to acquire CareMart pursuant to the Merger Agreement was
previously reported in the Company's 10-QSB filed with the Securities and
Exchange Commission (the "SEC") on May 22, 2000.
Immediately prior to the merger, CareMart acquired all the outstanding
capital stock of Cunningham & Cunningham Health Concerns, a Texas corporation
("CC&H"). CC&H operated the business of CareMart prior to the merger.
Pursuant to the terms of the Merger Agreement, the former stockholders of
CareMart common stock received a total of approximately 4,842,987 shares of the
Company's common stock, $.001 par value per share, which immediately after the
acquisition represented approximately 33% of the outstanding shares of the
Company's common stock. The outstanding shares of CareMart's common stock were
retired upon merger, pursuant to the Merger Agreement. In addition, pursuant to
the Merger Agreement, CareMart was granted the right to designate an additional
member to the Board of Directors of the Company.
CareMart is an online niche marketer and distributor of home healthcare
products and supplies for general and institutional consumption. CareMart
markets to healthcare providers who treat persons with reduced or impaired
mobility or other self-care limitations due to age, injuries or disease.
CareMart has a diverse line of healthcare products available for purchase via
the CareMart web site, CareMart.com. CareMart's products range from large,
durable items such as wheelchairs, electric scooters, and therapeutic spas, to
expendable products which require frequent replenishment such as adult diapers,
wound care items and diabetic supplies. The Company intends to continue to
conduct the business of CareMart in its ordinary course.
Christopher D. Curtis, a former stockholder of CareMart, has been a
Director of the Company since February, 2000 and accordingly, was a Director of
the Company on the date of the CareMart acquisition. In connection with the
merger, Mr. Curtis was issued 1,787,479 shares of the Company's common stock and
was appointed to the offices of Chief Executive Officer and Secretary of the
Company by the Board of Directors. In addition, Charles C. Cunningham, also a
former stockholder of CareMart, was issued 2,813,358 shares of the Company's
common stock, was elected as a Member of the Board of Directors, and was
appointed to the offices of President and Treasurer of the Company by the Board
of Directors.
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The consideration for the purchase of the outstanding capital of CareMart
was determined as a result of arms' length negotiation between the Company and
CareMart. Because the consideration consisted entirely of shares of the common
stock of the Company, the Company did not have any material funding requirements
in order to effectuate the acquisition. The acquisition is being accounted for
as a recapitalization of CareMart and Vista Photographic and Video Group, Ltd.
("vistastream"), which was acquired by the Company in February 2000, with no
adjustment to the carrying value of the assets or liabilities of the acquired
entities. Please see Item 7, pursuant to which the Merger Agreement is attached
as Exhibit 7.4.
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Item 5. OTHER EVENTS
(a) Amended Financial Statements
As previously reported in the Company's 10-QSB filed May 22, 2000 and the
Company's 10-KSB filed April 26, 2000, the Company acquired vistastream, a full
service video production house and a producer and broadcaster of streaming media
content for the Internet, on February 3, 2000. vistastream is now a wholly-owned
subsidiary of the Company. Subsequently, on April 28, 2000, the Company acquired
CareMart as a wholly-owned subsidiary of the Company (see Item 2 above).
Management has recently determined that it is in the best interests of the
Company to characterize the acquisitions of vistastream and CareMart as closely
related transactions for accounting purposes, resulting in the preparation of
amended financial statements.
On June 28, 2000, the Company received the audited financial statements
from the Company's independent auditors, HJ & Associates, LLC. Please see Item
7, pursuant to which the audited financial statements of vistastream and
CareMart are attached as Exhibits 7.1 and 7.2, respectively. The audited
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financial statements attached hereto reflect the recharacterization of the
acquisitions as closely related transactions.
(b) Private Placement Offering
Within the next week, the Company intends to commence a private placement
offering of its common stock (the "Offering"). The Company intends to offer a
maximum of Five Million (5,000,000) shares of unregistered common stock,
consisting of (i) Two Million Five Hundred Thousand (2,500,000) shares of
unregistered common stock offered through subscription, at a price of One Dollar
($1.00) per Share, accompanied by (ii) warrants for Two Million Five Hundred
Thousand (2,500,000) shares of unregistered common stock, at an exercise price
of Four Dollars ($4.00) per share. The Offering will be conducted by the
officers and directors of the Company, with the assistance of certain key
personnel. The Company does not intend to employ any broker/dealer to assist in
raising funds, or to pay any commission in connection with conducting the
Offering. The proceeds of the Offering are anticipated to be used for acquiring
and investing in businesses engaged in providing e-business solutions, working
capital, and general corporate purposes.
The initial term of the Offering is anticipated to be sixty (60) days from
commencement thereof. The Company may extend the term of the Offering in its
discretion. The minimum investment accepted by the Company is anticipated to be
Twenty-five Thousand Dollars ($25,000)
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or a purchase of Twenty-five Thousand (25,000) shares, accompanied by a warrant
for Twenty-five Thousand (25,000) shares, unless modified by the Company. The
Company anticipates that it will offer the shares only to accredited investors,
as such term is defined by Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended, and other qualified investors deemed
acceptable to the Company.
Each subscriber will receive a warrant exercisable for the number of shares
of common stock purchased through subscription. The warrants will be immediately
exercisable upon issuance, and will expire on December 31, 2010. In addition,
each subscriber will receive registration rights pursuant to a Registration
Rights Agreement to be entered into by and between the Company and the
subscribers.
The proceeds from the Offering will initially be placed in an interest
bearing escrow account. Unless the Company extends the Offering period, if
investors have not subscribed for at least Five Hundred Thousand (500,000)
shares in the aggregate within sixty (60) days of the commencement of the
Offering, the proceeds will be returned to the investors and the Offering will
be cancelled. If subscriptions for at least Five Hundred Thousand (500,000)
shares are received and accepted by the Company prior to the expiration of the
Offering, the subscribers will be issued the shares of common stock subscribed
for and a warrant to purchase an equal number of shares of common stock. The
Company may conduct one or more closings prior to the expiration of the
Offering.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Pursuant to the requirements of Item 310(c) of Regulation S-B, the audited
financial statements of vistastream and CareMart as of December 31, 1999,
accompanied by the report of the Company's independent auditors, H&J Associates,
LLC, are attached hereto as Exhibits 7.1 and 7.2, respectively.
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(b) Pro forma financial information.
Pursuant to the requirements of Item 310(d) of Regulation S-B, the
unaudited consolidated pro forma financial statements of the Company (including
vistastream and CareMart) as of December 31, 1999, are attached hereto as
Exhibit 7.3.
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(c) Merger Agreement.
The Merger Agreement, pursuant to which e resources acquired all the
outstanding capital stock of CareMart, is attached hereto as Exhibit 7.4.
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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.
e resources inc
Date: June 30, 2000 By: /s/ Charles C. Cunningham
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Printed Name: Charles C. Cunningham
Title: President and Treasurer
By: /s/ Christopher D. Curtis
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Printed Name: Christopher D. Curtis
Title: Chief Executive Officer and
Secretary
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