SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 5, 1999
UTOPIA MARKETING, INC.
(Exact name of registrant as specified in its charter)
Florida 000-19616 94-3060101
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
312 Clematis Street
Suite 500
West Palm Beach, Florida 33401
(Address of principal executive offices)
561-835-9998
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On October 6, 1999, the Registrant completed the purchase of certain
assets, including certain trademarks, of Ipanema Shoe Corporation, a New
York corporation ("Ipanema"), pursuant to the terms of an Asset Purchase
Agreement dated as of October 5, 1999. The purchase price for the assets
was satisfied by the delivery of a stock certificate representing 1,000,000
shares of common stock of the Registrant and a subordinated convertible
promissory note in the principal amount of $500,000 due on October 5, 2002,
which bears interest at an annual rate equal to the prime rate of interest
announced from time to time by Chase Manhattan Bank, N.A. plus 1% accruing
from October 5, 2000 until maturity. In connection with the acquisition,
the Registrant entered into a Collection Services Agreement with Ipanema
and its parent company, Sumitomo Corporation of America, pursuant to
which the Registrant will provide services for the collection of certain
accounts receivable owned by Ipanema. As compensation for the collection
services to be provided by the Registrant under the Collection Services
Agreement, the Registrant will be entitled to receive an amount equal to
30% of all accounts receivables collected under the Collection Services
Agreement.
The purchase price was arrived at through arm's length negotiations
between the parties.
The Registrant, despite its previous statement to the contrary, does
not intend to continue to operate the business of Ipanema. The Registrant
intends to utilize the Ipanema brand for a different line of shoe products.
The Registrant did not acquire any of Ipanema's facilities, equipment,
employees or sales force. The Registrant did not acquire any of Ipanema's
outstanding receivables. The Registrant is not required under the Asset
Purchase Agreement to fill any of Ipanema's purchase orders outstanding as of
the closing date under the Asset Purchase Agreement. Moreover, the Registrant
has significantly changed the line of products sold under the Ipanema brand
name. Lastly, the Registrant had pre-existing vendor/customer relationships
with much of Ipanema's customer base. In conclusion, in considering the
facts, the Registrant has determined that it is in fact not continuing the
business formerly operated by Ipanema.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not required.
(b) Exhibits.
2.1 Asset Purchase Agreement, dated as of October 5,
1999, by and among Utopia Marketing, Inc.,
Ipanema Shoe Corporation and Sumitomo Corporation
of America
10.1 Subordinated Convertible Promissory Note, dated
October 5, 1999, issued by Utopia Marketing, Inc.
to Ipanema Shoe Corporation
10.2 Collection Services Agreement dated as of October
5, 1999 between Utopia Marketing, Inc., Ipanema
Shoe Corporation and Sumitomo Corporation of
America
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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 thereunto duly authorized.
UTOPIA MARKETING, INC.
By:/s/Vance Kistler
Vance Kistler
Chief Financial Officer
Dated: March 22, 2000
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EXHIBIT INDEX
*2.1 Asset Purchase Agreement, dated as of October 5, 1999, by and
among Utopia Marketing, Inc., Ipanema Shoe Corporation and
Sumitomo Corporation of America
*10.1 Subordinated Convertible Promissory Note, dated October 5, 1999,
issued by Utopia Marketing, Inc. to Ipanema Shoe Corporation
*10.2 Collection Services Agreement dated as of October 5, 1999
between Utopia Marketing, Inc., Ipanema Shoe Corporation and
Sumitomo Corporation of America
* Previously filed.
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