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: January 8, 2001
(Date of earliest event report): January 4, 2001
ADVANTAGE MARKETING SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 001-13343 73-1323256
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation or Number)
Organization)
2601 N.W. Expressway, Suite 1210W, Oklahoma City, OK 73112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405)842-0131
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ITEM 2. Acquisition or Distribution of Assets
On January 4, 2001, Advantage Marketing Systems, Inc. and its wholly-
owned acquisition subsidiary, LifeScience Technologies Holdings, Inc.,
signed a Purchase and Assignment Agreement, thereby acquiring all out-
standing partnership and equity interests of LifeScience Technologies
Holdings Limited Partnership, LifeScience Technologies Limited,
LifeScience Technologies of Japan, LST Fulfillment Limited Partnership
and LifeScience Technologies of Canada, Inc. (collectively, "LST") from
Gus Holdings, Inc., RMS Limited Partnership and Life Science Technologies,
Inc. (collectively, "Sellers"). Consideration paid and payable by AMS
to Sellers consists of the following:
1. $1 million cash paid at closing.
2. $500,000 promissory note, the principal amount of which will be increased
or decreased by the amount the book value of the aggregate LST assets is
greater or less than $1.5 million. AMS expects to verify the book value of
the LST assets on or before January 15, 2001. The promissory note is to be
paid in two equal installments, one on February 1, 2001 and the second on
March 1, 2001. Interest will accrue at a rate of 7.5% per annum calculated
on a 360-day year.
3. For sixty (60) months following the closing, a monthly payment equal to
the greater of (a) 5% of the gross sales of LST Products (as defined in the
Purchase and Assignment Agreement) during the calendar month preceding the
month of payment, or (b) $41,666.67 (the "Installment Payment"). Prior to
the payment of each Installment Payment, Sellers may elect to convert all
or any portion of an Installment Payment into AMS common stock at a
conversion rate of $3 per share. However, the Installment Payments cannot
be converted into more than 860,000 shares of AMS common stock without the
prior approval of the AMS shareholders.
The consideration paid by AMS was determined by its directors based on
the value of LST's assets, proprietary products and potential future revenues.
All of LST's Florida and California staff, including its chief executive officer
and its president, will remain with LST through transition of LST's operations
to Oklahoma City.
Capital used for the purchase of LST comes from cash-on-hand and future
revenues.
LST, comprised of privately-owned, direct-selling companies, markets a line
of scientifically researched and designed products. It's organization,
structure and operations are very similar to that of AMS and will allow
expansion of available product lines for sale and distribution by all
entities.
ITEM 7. Financial Statements and Exhibits
(a) and (b). Preparation of audited financial statments and pro forma
financial statements, if any, for the acquired companies are in process and
will be filed by amendment on or before the time permitted by this Item 7.
(c). Exhibits.
2.1 Purchase and Assignment Agreement by and among Advantage
Marketing Systems, Inc., Life Science Technologies Holdings,
Inc., GHI Holdings, Inc., Life Science Technologies, Inc. and
RMS Limited Partnership, dated as of January 3, 2001.
10.20 Promissory Note dated January 3, 2001, issued to RMS Limited
Partnership by Advantage Marketing Systems, Inc., Life Science
Technologies Holdings, Inc., Life Science Technologies Holdings
Limited Partnership, Life Science Technologies Limited, Life
Science Technologies of Japan, LST Fulfillment Limited Partnership.
10.21 Stock Option Agreement of Advantage Marketing Systems, Inc. dated
January 3, 2001, among Advantage Marketing Systems, Inc., Life
Science Technologies Holdings, Inc., GHI Holding, Inc., RMS Limited
Partnership and Life Science Technologies, Inc.
99.1 Press Release dated January 8, 2001
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SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereto
duly authorized.
ADVANTAGE MARKETING SYSTEMS, INC.
DENNIS LONEY
By: Dennis Loney
Chief Operating Officer
Date: January 8, 2001
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description Method of Filing
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<S> <C> <C>
2.1 Purchase and Assignment Filed herewith electronically
Agreement by and among
Advantage Marketing
Systems, Inc., Life Science
Technologies Holdings, Inc.,
GHI Holdings, Inc., Life
Science Technologies, Inc.
and RMS Limited Partner-
ship, dated as of
January 3, 2001
10.20 Promissory Note dated Filed herewith electronically
January 3, 2001, to RMS
Limited Partnership by
Advantage Marketing Systems,
Inc., Life Science Technologies
Holdings, Inc., Life Science
Technologies Holdings Limited
Partnership, Life Science
Technologies Holdings, Inc.,
Life Science Technologies of
Japan and LST Fulfillment
Limited Partnership
10.21 Stock Option Agreement of Filed herewith electronically
Advantage Marketing Systems, Inc.
dated January 3, 2001
99.1 Press Release dated Filed herewith electronically
January 8, 2001
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