SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 24, 2000
IMAGENETIX, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-24138-D 87-0463772
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) I.D. Number)
1635 West Bernardo Drive, Suite 101
San Diego, California 92127
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(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 323-1688
Capital Growth, Inc.
55 West 200 North
Provo, Utah 84601
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(Former name and former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
As a result of the Agreement and Plan of Reorganization with Imagenetix,
Inc., a Colorado corporation, described in Item 2, below, the Registrant's sole
executive officer and director resigned and the following individuals were
elected to the offices set forth opposite their names:
Name Position
---- --------
William P. Spencer Chief Executive Officer, President and
Director
Debra L. Spencer Secretary, Treasurer and Director
Patrick S. Millsap, Ph.D. Vice President-Marketing
Derek C. Boosey Vice President-International
Charles L. Cochran, D.C. Director
Peter H. Antoniou, M.D. Director
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 24, 2000, the Registrant completed the acquisition of
Imagenetix, Inc., a Colorado corporation ("Imagenetix"), pursuant to an
Agreement and Plan of Reorganization (the "Agreement") whereby 6,550,000 shares
of Capital Growth's unregistered common stock were issued in exchange for all
6,500,000 outstanding shares of Imagenetix. The Imagenetix Warrant and Option
Holders also exchanged all 2,790,000 warrants and 525,000 options outstanding
for a like number of warrants and options of the Registrant.
After taking into account the cancellation of 22,500,018 of the 24,500,018
outstanding shares of the Registrant's common stock and 5,731,250 of the
6,125,000 outstanding warrants of the Registrant by certain principal
stockholders and others, there are now 8,550,000 outstanding shares of common
stock of the reorganized Registrant, together with 3,183,750 outstanding
warrants and 525,000 outstanding options of the Registrant.
On October 25, 2000, the Registrant changed its name to "Imagenetix, Inc."
Imagenetix develops, formulates and markets leading edge nutritional
supplements and skin care products primarily to network marketing companies.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
See Item 1, above.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) (1) The Registrant will provide the financial statements required
in connection with the transaction set forth in Item 2 hereof
within 60 days from the date hereof.
(b) Exhibits:
10.01 Agreement and Plan of Reorganization
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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.
IMAGENETIX, INC.
(Registrant)
By /s/ William P. Spencer
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William P. Spencer
Chief Executive Officer
Dated: October 31, 2000
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