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 (Date of earliest event reported):
February 3, 1999 (January 20, 1999)
IMAGINON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25114 84-121773
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1313 Laurel Street, Suite 1
San Carlos, California 94070
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (650) 596-9300
California Pro Sports, Inc.
1221-B South Batesville Road
Greer, South Carolina 29650
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 20, 1999, the Registrant, ImaginOn, Inc. (the "Company"),
completed a merger pursuant to which Imaginon.com ("Imaginon.com"), a California
corporation, became a wholly-owned subsidiary of the Company. In the merger,
holders of Imaginon.com's common stock received a total of 21,256,419 shares of
the Company's common stock. As a result of the merger, the Company has
37,073,021 shares of common stock outstanding. The merger consideration was
determined as a result of arms' length negotiation between the Company and
Imaginon.com, as more fully described in the Company's proxy statement dated
November 12, 1998.
Imaginon.com is a development stage company which engineers, produces and
sells business and consumer software for CD-ROM and network users.
The Company will continue the operations of Imaginon.com.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial Statements for Imaginon.com as described in Item 2, above, will
be filed by amendment to this Form 8-K.
(b) Pro-forma financial information.
Pro-forma financial information reflecting the effect of the merger as
described in Item 2, above, will be filed by amendment to this Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger, effective as of January 30, 1998, among
Imaginon, Inc.(currently known as Imaginon.com),a California
corporation, and California Pro Sports, Inc. (currently known as
Imaginon, Inc.), a Delaware corporation, and Imaginon Acquisition
Corp., a California corporation. (FILED AS EXHIBIT 3 TO THE COMPANY'S
PROXY STATEMENT ON SCHEDULE 14A, DATED NOVEMBER 12, 1998, AND
INCORPORATED HEREIN BY REFERENCE.)
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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.
IMAGINON, INC.
Date: February 3, 1999 By /s/ David M. Schwartz
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David M. Schwartz, President and Chief
Executive Officer
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