UNITED STATES
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): April 22, 1998
PALM DESERT ART, INC. (formerly DATABASE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17623 02-0429620
(State of Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
39-725 Garand Lane, Suite J, Palm Desert, CA 92211
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code 760-360-5911
20 Commerce Park North, Bedford, New Hampshire 03110-6911
(Former address of company)
<PAGE>
Item 1. Changes in Control of Registrant.
On Wednesday, April 22, 1998, in consideration of 32,763,661 of its shares of
$.001 common stock, the Registrant purchased all of the assets of Palm Desert
Art Publishers, Ltd. LLC ("Palm Desert") pursuant to an Asset Purchase and
Subscription Agreement dated February 5, 1998.
Palm Desert is a privately-held limited liability company which publishes on an
exclusive basis the artwork of various well-known contemporary artists. Of the
total consideration, 20,083,918 shares of the Registrant's common stock was
delivered to Palm Desert at the closing. The remaining 12,679,743 shares are to
be delivered to Palm Desert upon the Registrant's holding of a shareholders'
meeting to, among other things, authorize a reverse split of Registrant's stock.
With this transaction, Palm Desert owns approximately 80.34% of the 25,000,000
shares of common stock which has been authorized and issued by Registrant. To
this end, Palm Desert, as majority shareholder, has accepted the resignations of
Robert A. Boyd and Betty L. Wolfe as officers and directors of the Registrant
and has appointed Hugh G. Pike and Jurg Mullhaupt to serve as directors. Mr.
Allan S. Wolfe shall remain a director of the Registrant. Mr. Pike shall serve
as President and Treasurer of Registrant and Ms. Sandra Mitchell shall serve as
Secretary and Vice President of Marketing.
In connection with the Asset Purchase and Subscription Agreement, the
Registrant, Palm Desert and Allan S. Wolfe (a shareholder, officer, director and
creditor of Registrant) also concluded on April 22, 1998, an Asset Purchase
Agreement dated February 5, 1998, pursuant to which Registrant agreed to
transfer to Wolfe certain software assets of Registrant together with a
promissory note from Registrant in favor of Wolfe in the amount of $90,000 in
exchange for Wolfe's agreement to discharge Registrant's debt to Wolfe in the
amount of $184,000. To induce Wolfe to accept Registrant's promissory note, Palm
Desert agreed to guaranty payment of the note and to pledge to Wolfe all shares
of the capital stock of Registrant which Palm Desert acquired under the Asset
Purchase and Subscription Agreement as security for the guaranty.
Item 2. Acquisition or Disposition of Assets. See Item 1 above.
Item 3. Bankruptcy or Receivership. None.
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. Immediately prior to closing the transactions contemplated
by the Asset Purchase and Subscription Agreement between Registrant and Palm
Desert and and the Asset Purchase Agreement among Registrant, Palm Desert and
Allan S. Wolfe
2
<PAGE>
(see Item 1 above), it was discovered that Registrant's Certificate of
Incorporation had lapsed by proclamation of the State of Delaware. Registrant
was able to renew and revive its Certificate of Incorporation, however, it was
required to do so using a new corporate name inasmuch as another company had
since registered in Delaware under the name "Database Technologies." Accordingly
(and in contemplation of the aforementioned transactions), Registrant renewed
and revived its Certificate of Incorporation using the name "Palm Desert Art,
Inc." and is presently in good standing in the State of Delaware. In accordance
with Delaware Corporations Law, the Registrant intends to hold a shareholders
meeting forthwith.
Item 6. Resignation of Registrant's Directors. In connection with the
transactions contemplated by the Asset Purchase and Subscription Agreement
between Registrant and Palm Desert and the Asset Purchase Agreement among
Registrant, Palm Desert and Allan S. Wolfe (see Item 1 above), Mr. Robert A.
Boyd and Mrs. Betty L. Wolfe resigned as directors of Registrant effective April
22, 1998. The new majority shareholder, Palm Desert Art Publishers, Ltd. LLC,
appointed Mr. Hugh G. Pike and Mr. Jurg Mullhaupt to fill the vacancies created
by Mr. Boyd's and Mrs. Wolfe's resignations.
Item 7. Financial Statements and Exhibits. Registrant intends to file with the
Securities and Exchange Commission the audited financial statements for Palm
Desert Art Publishers, Ltd. LLC within 75 days of closing the aforementioned
transaction as required by federal securities laws.
Item 8. Change in Fiscal Year. None.
Item 9. Sales of Equity Securities Pursuant to Regulation S. On April 24, 1998,
the Registrant sold 2,450,000 shares of its outstanding $.001 par value common
stock (the "Shares") to Sencorp Ltd., a private company located at National
Westminster Bank Building, Gibraltar. The shares were sold pursuant to
Regulation S for $245,000 on April 24, 1998, the date both parties executed the
Offshore Subscription and Investment Representation Agreement. The proceeds of
sale shall be used for Registrant's working capital needs over the next few
months. No commissions were paid to any third parties.
3
<PAGE>
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 hereunto duly authorized.
PALM DESERT ART, INC. (formerly
Database Technologies, Inc.)
(Registrant)
/s/ Hugh G. Pike
Dated: May 7, 1998 ---------------------------------
Hugh G. Pike
Director and President
39-725 Garand Lane, Suite J
Palm Desert, CA 92211
(760) 360-5911
4
