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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
SEPTEMBER 28, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
INTERNET VENTURE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 33-19196-A 59-2919648
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
9307 WEST SAM HOUSTON PARKWAY SOUTH, BLDG. 100 77049
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(713) 596-9308
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Total number of pages included in this filing 70.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Company previously entered into an Agreement and Plan of Exchange
(the "Exchange Agreement") with Swan Magnetics, Inc. ("Swan"). Eden Kim, a
director and Secretary of the Company is the President and a 43 % stockholder of
Swan. The transaction was contemplated as a tax free reorganization for federal
income tax purposes to be effected under the laws of the State of Florida.
Subsequent to the execution of the Exchange Agreement, the Company,
Swan, and certain of Swan's shareholders (the "Participating Shareholders")
entered into an Amended and Restated Agreement and Plan of Exchange (the
"Amended Exchange Agreement") which amended and restated the original Exchange
Agreement in its entirety. Under the terms of the Amended Exchange Agreement,
the Participating Shareholders would convert any and all of the preferred stock
they held in Swan into Swan common stock, and then the Company would acquire at
least 80% of all of the common stock of Swan from the Participating Shareholders
in exchange for shares of the Company's common stock (the "Plan of Exchange").
The Plan of Exchange was approved by the shareholders of Swan by a
majority vote of each of its classes of outstanding stock and in accordance with
the terms of Section 1201 of the California Corporations Code. No approval of
the Company's shareholders was required under the Florida Business Corporation
Act. The Plan of Exchange was adopted by the Company's board of directors on
July 14, 2000 and the individual Participating Shareholders upon the execution
by each of them of the Amended Exchange Agreement.
On September 28, 2000, Articles of Share Exchange were filed with the
Florida Department of State and the Plan of Exchange was effected. The result is
that effective as of such date all of the shares of Swan common stock held by
the Participating Shareholders were exchanged for a total of 20,000,000
restricted shares of the Company's common stock (the "Exchange Shares") issued
in a private placement in accordance with Rule 506 of Regulation D promulgated
under the Securities Act of 1933. The Company now holds 41,773,157 shares of
Swan's common stock representing approximately 88% of Swan's total issued and
outstanding common stock.
The Company and the Board of Directors of Swan have approved a
transaction whereby, subsequent to the closing of the Share Exchange, the
Company will offer to each Participating Shareholder the opportunity of
exchanging the Exchange Shares that they currently are entitled to receive for
warrants to purchase the Company's Common Stock (the "Warrant Exchange"). While
no definitive agreement has been prepared in connection with the Warrant
Exchange as of the date of this report, the Company has reached verbal agreement
with the Board of Directors of Swan on the following terms of the Warrant
Exchange.
Each Exchange Share may be exchanged for a warrant to purchase one
share of the Company's Common Stock in the future at an exercise price of $1.75
per share. Each Participating Shareholder shall have the right to exchange up to
one half of their Exchange Shares for warrants. The warrants will be exercisable
for 3 years, beginning July 1, 2001. The warrants will be redeemable by the
Company at a discount from the trading price of the Company's Stock at the date
of redemption.
Certain Swan Participating Shareholders have verbally agreed to enter
into the proposed Warrant Exchange and to exchange not less than 8,000,000 of
the Exchange Shares for warrants, subject to review of final documentation. The
final number of Exchange Shares that will be exchanged in the Warrant Exchange
and the final terms of the warrants are all subject to final documentation and
execution of same by the Participating Shareholders.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to the instructions to Item 7 of Form 8-K, the following
documents are provided as Exhibits to this Form 8-K:
(a) FINANCIAL STATEMENTS OF BUSINESS REQUIRED
As permitted by Form 8-K, the required historical financial
statements will be filed by amendment to this Form 8-K no later
than December 12, 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
As permitted by Form 8-K, the required pro forma financial
information will be filed by amendment to this Form 8-K on later
than December 12, 2000.
(c) EXHIBITS.
Exhibit No. Document Description
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10.1 Agreement and Plan of Exchange by and between
Internet Venture Group, Inc. and Swan
Magnetics, Inc., dated June 28, 2000,
previously filed as Exhibit 10.1 to the
Company's Form 8-K/A filed on July 18, 2000.
10.2* Amended and Restated Agreement and Plan of
Exchange by and among Internet Venture Group,
Inc., Swan Magnetics, Inc., and certain
shareholders of Swan Magnetics, Inc.,
effective as of June 28, 2000 (filed
herewith).
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* Pursuant to Item 601(b)(2) of Regulation S-B, the following
schedules to Exhibit 2.1 have been omitted from this Report
and will be provided to the Commission upon request:
(a) Exhibit A: Internet Venture Group, Inc.
Consolidated Balance Sheet March 2000.
(b) Exhibit B: Swan Magnetics, Inc. Pro Forma
Consolidation Balance Sheet June 2000.
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 thereto duly authorized.
INTERNET VENTURE GROUP, INC.
October 13, 2000 By: /s/ ELORIAN LANDERS
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Elorian Landers, President
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INDEX TO EXHIBITS
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PAGE NO. IN
EXHIBIT NO. DOCUMENT DESCRIPTION EXHIBIT VOLUME
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10.1 Agreement and Plan of Exchange by and between N/A
Internet Venture Group, Inc. and Swan Magnetics,
Inc., dated June 28, 2000, previously filed as
Exhibit 10.1 to the Company's Form 8-K/A filed on
July 18, 2000.
10.2 Amended and Restated Agreement and Plan of 5
Exchange by and among Internet Venture Group,
Inc., Swan Magnetics, Inc., and certain
shareholders of Swan Magnetics, Inc., effective as
of June 28, 2000 (filed herewith).
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