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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 (Date of earliest event reported) June 6, 2000
Kaire Holdings, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21384 13-3367421
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7348 Bellaire Ave. North Hollywood, CA. 91605-4301
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 255-4996
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(Former Name or Former Address, if Changed Since Last Report)
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Items 2. Acquisition or Disposition of Assets
On June 6, 2000, Kaire Holdings, Inc. (hereinafter referred to as
"Registrant"), acquired Classic Care, Inc., a Delaware corporation ("Classic"),
in accordance with the terms of an Agreement and Plan Merger among the
Registrant, Classic and the stockholders of Classic holding in excess of 100% of
the outstanding stock of Classic (the "Acquisition Agreement"). The acquisition
was consummated by the issuance of 15,499,999 shares of the Registrant's Common
Stock to stockholders of Classic in exchange for 100% of the issued and
outstanding stock of Classic and one million dollars in cash. Immediately
after the Merger, there were approximately 104,193,033 shares of the
Registrant's Common Stock issued and outstanding.
Classic Care, Inc. Classic Care Pharmacy is based in Los Angeles. Classic
engages in business-to-business prescription drug and the consumer durable and
non-durable medical equipment businesses. Prior to its acquisition by the
Registrant, Classic was a closely held corporation.
The agreement called for Classic Care to receive one million in cash and
minimum of 15.5 million shares of Restricted Kaire common stock. All 22 Classic
Care employees will continue their employment with YesRx. Current Classic Care
CEO Joel Rubenstein has signed a multiyear employment agreement, and will assume
the title of vice president, pharmacy operations.
YesRx is a wholly owned subsidiary of Kaire Holdings Inc. YesRx was first
launched in November of 1999, with the intent of becoming a leading online
provider of prescription and non-prescription products and health-related
content and services for targeted niche communities. Some of these communities
include: seniors, geriatrics, diabetics, persons living with HIV, the physically
and developmentally disabled and persons suffering from mental illnesses.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The required pro forma financial information is unavailable as of the
date hereof and will be filed by the Registrant pursuant to the
requirements of the Securities Exchange Act and the rules and
regulations promulgated thereunder within 75 days after the date of
the event reported in this Form 8-K.
(b) Exhibits
2.1 Agreement and Plan of Merger dated June 6, 2000 among the
Registrant, Classic Care, Inc. and the stockholders of Classic Care, Inc.
2.2 First amendment to agreement and plan of merger
2.3 Second amendment to agreement and plan of merger
99 Press released issued by the company on June 21, 2000
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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 thereunto duly authorized.
Dated: June 21, 2000 Kaire Holdings, Inc.
By: /s/ Owen Naccarato
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Owen Naccarato, Secretary
