<PAGE>
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: December 4, 2000
HEALTH-PAK, INC.
(Exact name of registrant as specified by its charter)
Delaware 33-24483-NY 11-2914841
(State or other jurisdic- (Commission File (IRS Employer
tion of incorporation) Number) Identification
Number)
2005 Beechgrove Place, Utica, New York 13501
(Address of principal executive offices)
Registrant's Telephone Number: (315) 724-8370
Former Name or Former Address If Changed Since Last Report
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Effective Monday, December 4, 2000, Registrant completed the
acquisition of Life Energy Technology Holdings, Ltd. ("Life") of Dundalk County,
Louth, Ireland, pursuant to an Agreement and Plan of Reorganization entered into
by Registrant and Life on November 3, 2000 (the "Agreement").
Each party agreed to waive certain provisions of the Agreement to
expedite the Closing of this acquisition.
Pursuant to the terms of the Agreement, Registrant issued 15,000,000
shares of its Common Stock in exchange for 100% of the capital stock of Life,
making Life a wholly owned subsidiary of Registrant.
Also effective December 4, 2000, Registrant's Board of Directors took
the following actions in furtherance of the acquisition of Life:
1. Registrant elected four (4) additional directors to fill existing
vacancies on Registrant's Board of Directors. The new directors are:
ALBERT REYNOLDS, CHAIRMAN OF THE BOARD OF DIRECTORS. Mr. Reyonlds,
is a former Prime Minister of Ireland and also serves as
Chairman of Life. Apart from a prestigious political career, Mr.
Reynolds brings to Life and Registrant his extensive business
experience and international recognition.
DR. CHRISTOPHER A. MCCORMACK, B.Sc., Ph. D., N.I.H.C., M. PS, M.
ARVO, F.F., Ful. S. will serve both as a Director and Chief
Executive Officer of Registrant. Dr McCormack also serves as the
Chief Executive Officer of Maxol & CB Biofuels and the inventor of
the DiGenter'TM' process for BioEthanol'TM' production from biomass.
He is also Managing Director of McCormack Consultants Dublin, a
Dublin based practice which specializes as a consultant in various
areas including, telecommunications, pharmaceuticals, textiles,
fuels, transport logistics, strategic planning and corporate
structuring. Educated at University College Dublin, Dr. McCormack
holds both B.Sc.(1st. Hon's), and a Ph.D., awarded by the National
University of Ireland and an N.I.H.C. awarded by the National
Institutes of Health at Bethesda Maryland. In addition to being an
elected member of both the Physiological Society and the Association
for Research in Vision and Ophthalmology Dr. McCormack is a
distinguished Fulbright Scholar a Fogarty Fellow and the author
of over 100 technical and scientific contributions, including
several patents for the production of ethanol as a green fuel
alternative from biomass and waste materials.
SALIM GHAFARI, a specialist in oil and gas operations, is a
Director and also serves as Vice-President for Middle Eastern
Operations for Life. Mr. Ghafari holds a Masters in Business
Administration.
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TODD F. WALKER. Mr. Walker is a Florida attorney and
businessman. He is also the founder and President of SIDI, a
diversified holding company, which, among other ventures, owns
Millennium Licensing Company, owner of the U.S. "MILLENNIUM"
trademark for the beverage industry; International Spirits
Corporation, Tampa Hotel Development Group and Mad Dogs and
Englishmen Restaurant. From 1985 to 1987, Mr. Walker served as a tax
attorney for Arthur Andersen & Co.. Mr. Walker graduated Tulane
University in 1981 and received his Juris Doctorate and Masters of
Business Administration in 1985.
The present members of Registrant's Board of Directors will also
continue to serve in their present capacities as directors.
2. The Registrant will change its name to Life Energy & Technology
Holdings, Inc. and, upon completion of required financial statements
for both Registrant and Life, plans to apply for listing on the
NASDAQ Market System under the proposed symbol "LETH" which symbol
has been reserved by Registrant.
In connection with the change of name the Registrant will require
that all outstanding share certificates be returned to the transfer
agent for re-issuance on the basis of one (1) new share for each
share presently outstanding.
A general discussion of the business and present operations of Life was
included in Registrant's 8-K Report filed November 11, 2000. Life, which is an
energy, technology, natural resources and financial services holding company,
conducts its various operations through twenty-three (23) subsidiary companies,
six (6) of which are wholly owned, seventeen (17) of which are majority owned
and one (Energy Producers Inc.) is 49% owned. More detailed information about
Life and Registrant's new and continuing business operations will be provided in
a further amendment to this 8-K Report together with all required financial
information.
The new principal shareholders and owners of 5% or more of the outstanding
common stock of the Registrant are as follows:
<TABLE>
<CAPTION>
NAME PERCENTAGE OF NUMBER OF SHARES
SHARES OWNED
<S> <C> <C>
Chelise Investments Ltd. 11.73% 2,346,000
Fernleigh House
Palace Road
Douglas Isle of Man.
</TABLE>
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<TABLE>
<S> <C> <C>
Eden Developments Ltd. 11.73% 2,346,000
Fernleigh House
Palace Road
Douglas Isle of Man.
Mcintosh 11.73% 2,346,000
Fernleigh House
Palace Road
Douglas Isle of Man.
<CAPTION>
PREVIOUS PRINCIPAL SHAREHOLDERS ARE:
<S> <C> <C>
Anthony Liberatore (1) 19.21% 3,842,044
307 Tumbleweed Drive
Utica, NY 13502
</TABLE>
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(1) Subject to the return of 3,729,333 shares per the Agreement.
ITEM 7. FINANCIAL STATEMENTS.
All financial statements required to be filed for Life and Registrant with
respect to the acquisition reported herein, including pro-forma financial
information, were not ready for filing with this Report. All such financial
statements will be filed by an Amendment to this 8-K Report within sixty (60)
days of the date hereof.
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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: December 7, 2000 HEALTH-PAK, INC.
BY: /s/ Christopher A. McCormack
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Christopher A. McCormack,
Chief Executive Officer
STATEMENT OF DIFFERENCES
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The trademark symbol shall be expressed as................................ 'TM'
