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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: November 3, 2000
HEALTH-PAK, INC.
(Exact name of registrant as specified by its charter)
Delaware 33-24483-1 11-2914841
(State or other Jurisdic- (Commission File (IRS Employer Identi-
tion of incorporation Number) fication)
2005 Beechgrove Place
Utica, New York 13581
(Address of principal executive offices)
315 724 8370
(Registrant's telephone number)
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ITEM 1. CHANGES IN CONTROL
Reference is made to Item 5 of this Report set forth below. At the
closing of the transaction described below a change in control of the registrant
will occur; however, as of this date no change in the control of the registrant
has taken place.
ITEM 5. OTHER EVENTS.
Health-Pak, Inc. (hereafter "Company") reports that it is in default of
its filing requirements under the Securities Exchange Act of 1934, as amended.
However, since entering into the Agreement and Plan of Reorganization described
below, the Company is in the process of preparing all of the former documents
required to bring its reporting current. The following information was deemed by
the Company as material and accordingly, the Company is filing this report
pending its effort to bring its reporting requirements current.
Therefore, the Company further advises that pursuant to an Agreement
and Plan of Reorganization (hereafter "Agreement") entered into on November 3,
2000, between the Company and Life Energy Technology Holdings Ltd. (hereafter
"LETH"), a corporation organized under the laws of the Republic of Ireland, it
was agreed that the Company would acquire all of the outstanding shares of
common stock (ordinary shares) of LETH from its shareholders in exchange for a
total of fifteen million (15M) shares of the common stock of the Company.
SUMMARY OF THE AGREEMENT.
Upon closing pursuant to the Agreement, LETH will become a wholly owned
subsidiary of the Company and the controlling shareholders of LETH will become
the controlling shareholders of the Company. Three of the Company's present
directors, Messrs. Anthony J. Liberatore, Michael Liberatore and William Meola,
will remain as directors of the Company and LETH will nominate three additional
directors.
After the closing, as referenced herein, the Company will change its
name to "Life Energy & Technology Holdings Inc." and will acquire the new ticker
symbol, "LETH," which has already been reserved.
The Agreement further requires that after the closing, the Company's
presently owned subsidiaries engaged in the business of manufacturing garments
and accessories for the medical profession will be sold and will not be
continued as part of the new operations of the Company. Under terms of the
Agreement, the subsidiaries will be acquired by Anthony J. Liberatore, the
Company's president and a director in exchange or a total of three million (3M)
shares of the Company's common stock issued to Mr. Liberatore and members of his
family. Said shares will be cancelled upon surrender by Mr. Liberatore. This
transaction is a condition of the Agreement and is primarily undertaken to
accommodate LETH which does not wish to continue this business after the
closing.
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All of the issued and outstanding shares of the common stock of
Health-Pak, Inc., a New York corporation comprising what is currently the
Company's present principal business will be acquired by Mr. Liberatore. This
corporation is presently in Bankruptcy and will no longer be part of the Company
upon acquisition by Mr. Liberatore.
The Agreement further requires each party to conduct business in the
same manner as before and, as far as practicable, only in the ordinary course
during the period prior to the signing of the Agreement and its closing.
The Agreement may be terminated prior to closing by the mutual consent
of the parties or by either of them in the event of a material violation of the
Agreement or if any warranty or representation is determined to be untrue or if
any party should, in its bona fide judgement deem the acquisition inadvisable or
impractical by any material defect, obligation or liability of the other party
and if there is any previous liability not previously known to the other party.
The Agreement may also be terminated if all of the required conditions precedent
to the closing are not satisfied.
The closing of the Agreement is scheduled for ninety days after its
execution date of November 3, 2000.
The foregoing is only a summary of the terms and conditions of the
Agreement and does not purport to be a full and complete discussion of all of
the terms and conditions of the Agreement. This summary should be read in
conjunction with the actual terms of the Agreement attached hereto as Exhibit
(2). A copy of the agreement between Anthony J. Liberatore and the Company for
the acquisition of Health-Pak New York is attached hereto as Exhibit "B" to the
Agreement.
SUMMARY DESCRIPTION OF THE BUSINESS OF LETH.
LETH is organized under the laws of the Republic of Ireland. LETH's
principal offices are located at Finnabair Science Park, Technology City,
Dundalk, County Louth, Ireland. The Company's telephone number is 353 (0) 42 932
0431 and its telefax number is 353 (0) 42 932 0430. The prefix 011 must be
dialed first from the United States.
LETH is an energy, technology, natural resources, financial services
and manufacturing holding company which owns approximately nineteen subsidiaries
engaged in various businesses, primarily involving natural resources including
oil and gas, real estate, industrial and agricultural machinery production,
industrial research, solid waste management and conversion, industrial
construction, electrical contracting, research, computer technology and other
related businesses with an aggregate asset valuation, in management's opinion,
in excess of seventy million ($70M) dollars, U.S.
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LETH's subsidiaries own factories and businesses which manufacture
specialized industrial and agricultural machinery and equipment. This
specialized and patented equipment includes mining equipment, quarrying and
materials handling equipment, waste separation equipment, industrial composting
equipment, and waste to energy systems. LETH subsidiaries have established
markets for and export their products worldwide.
Other of LETH's subsidiaries are in the business of designing,
manufacturing, construction, and commissioning of industrial buildings
on a "turn-key" basis including the design, manufacture and commission of
specialized computer control systems. LETH's subsidiaries hold patents for
various construction technologies and systems.
LETH is developing a new waste to energy process. LETH's subsidiaries
have multi-year contracts for in excess of six (6) million tons of waste
materials per year.
LETH has purchased a forty-nine (49%) percent interest in Energy
Producers, Inc. (hereafter "EGPI") for an investment of twenty million (20M)
dollars, U.S. The investment by LETH permitted EGPI to complete the acquisition
of certain assets of Calmon Industries, a Texas based energy technology company.
Calmon's patented drilling technologies will allow EGPI to recover and improve
production from the Hulk Silk field, where Calmon operates the oil field which
has eight hundred and ten (810) existing oil wells. The Hulk Silk field was
originally developed by Conoco Oil, Inc., and other major producers and has
additional adjoining acres with similar geological structures. LETH has access
to a credit line of four hundred fifty $450M) million dollars, U.S., available
to develop this field and others in the Middle East, the Persian Gulf, North
Africa and the Far East.
Life Energy Research and Development Limited (hereafter "LERD") is an
Irish based "brain trust" subsidiary of LETH which was established to provide a
continuing flow of technological research and development. LETH believes that
this aspect of its business will help it grow in the future in terms of
technological development. LERD has consulting agreements with a number of
experienced and highly educated consulting professionals who are committed to
providing exclusive services to LETH. LERD has already contributed several new
technologies to the LETH group of companies including energy technologies,
municipal solid waste conversion technologies and new advancements in the
building sector. Additionally, new developments have been incurred in the
telecommunications sector, in the computer software industry and in
transportation and logistics. LERD is headquartered at the company-owned
Romanov-Reynolds Research Institute in Dundalk, Ireland and has operations in
Ireland, Russia and the United States.
The technical and advisory committee of LERD is headed by Dr. Chris
McCormack, group chief, and has on its staff, Dr. Valery Romanov, Serge Baldin,
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Professor Sergey Baronovsyky (Igorevich), Professor Nikolai V. Kholodkov,
Professor Mikhail Seleznev and Professor Eduard Evreinov.
LETH is also establishing a financial services division which will
assist in financing development activities for its related companies,
particularly in the area of location financing for the establishment of new
waste management facilities that are managed by joint venture partnerships.
Since LETH's financial statements are not prepared under U.S. generally
accepted accounting principles (hereafter "GAAP") they will not be filed with
this report. LETH is currently in the process of preparing its financial
statements under GAAP and such statements will be filed by amendment to this
report within the prescribed time. In view of the fact that such financial
statements are not stated under GAAP rules, no comment with respect to such
statements is made or intended to be made herein.
The Chairman of LETH is Mr. Albert Reynolds TD, the former prime
minister of Ireland and one of the architects of the Irish Peace Process. Mr.
Reynolds has extensive international business experience and brings to LETH
international recognition.
Dr. Christopher McCormack is also a strategic management consultant and
senior partner of McCormack Consultants Dublin. Educated at University College,
Dublin, Dr. McCormack holds both B.Sc. (first honors) and Ph.D. degrees awarded
by the National University of Ireland and was awarded an NIHC by the National
Institute of Health, Bethesda, Maryland. In addition to being an elected member
of both the Physiological Society and the Association of Research in Vision and
Opthalmology, Dr. McCormack is a distinguished Fulbright Scholar, a Fogarty
Fellow and the author of numerous technical and scientific contributions and
inventions. Dr. McCormack is the inventor and owner of several patents for the
production of ethonol as a green fuel alternative from biomass and waste
materials and other biomass to energy processes.
The foregoing is based upon information supplied by LETH and is a
summary only of its present operations. More detailed information will follow in
amendments to this report or future 10-K and 10-Q Company reports. LETH
maintains a web site at www.LE-TH.com; however, the information set forth in the
web site of LETH should not be construed as being incorporated in this document.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 2 Agreement and Plan of Reorganization dated November 3, 2000
Between Health-Pak, Inc. and Life Energy Technology Holdings
Ltd. Together with Schedules and Exhibits.
Exhibit 2(1) Agreement of acquisition between Health-Pak, Inc. and Anthony J.
Liberatore for the acquisition of Health-Pak, Inc. New York,
a subsidiary of the Registrant is set forth in Exhibit "C" of the
Agreement And Plan of Reorganization between Health-Pak, Inc.
and Life Energy Technology Holdings Ltd. refered to above.
Financial statements for Life Energy & Technology Holdings Ltd. will be
filed by amendment to this report within the time prescribed.
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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.
Dated: November 21, 2000 HEALTH-PAK, INC.
By /s/ Anthony J. Liberatore
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Anthony J. Liberatore, President
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