SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 1, 1999
REGENESIS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 1-12350 65-827283
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(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification
Number)
345 S. State Road 7
Margate, Florida 33068
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(Address of executive offices and zip code)
Registrant's telephone number, including area code: (954) 984-9999
444 Brickell Avenue
Suite 400
Miami, Florida 33131
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(Former Name or Former Address, If Changed)
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ITEM 5. Other Events.
On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series B Preferred Stock with a par
value of $.01 per share. The Series B Preferred Stock has equal voting rights
with the Company's Common Stock upon conversion to common stock; is convertible,
at the option of the holder, into twenty shares of Common Stock for each share
of Series B Preferred Stock; is redeemable at any time at the sole option of the
Company at a redemption price to be negotiated by the parties; entitled to
dividends from time to time as determined in the sole discretion of the Company
out of funds legally available for the payment of dividends; and is entitled to
a liquidation preference of $.01 per share upon voluntary or involuntary
dissolution or winding up of the Company.
On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series C Preferred Stock with a par
value of $.01 per share. The Series C Preferred Stock has equal voting rights
with the Company's Common Stock; is convertible, at the option of the holder,
into fifty shares of Common Stock for each share of Series B Preferred Stock; is
redeemable at any time at the sole option of the Company at a redemption price
to be negotiated by the parties; entitled to dividends from time to time as
determined in the sole discretion of the Company out of funds legally available
for the payment of dividends; and is entitled to a liquidation preference of
$.01 per share upon voluntary or involuntary dissolution or winding up of the
Company.
On February 1, 1999, the Board of Directors of the Company and a majority of the
shareholders filed an amendment to the articles which provide for an increase of
common and Preferred shares as follows: The maximum number of shares of all
classes of stock which the Corporation is authorized to have outstanding at any
one time is 110,000,000 shares, of which 10,000,000 shares shall be preferred
stock, par value $.01 per share, issuable in one or more classes or series (the
"Preferred Stock"), and 100,000,000 shares shall be Common Stock, par value $.01
per share (the "Common Stock"). All or any part of the Common Stock and
Preferred Stock may be issued by the Corporation from time to time and for such
consideration as the Board of Directors may determine. All of such shares, if
and when issued, and upon receipt of such consideration by the Corporation,
shall be fully paid and non-assessable.
On February 1, 1999, the Company sold 35,000 Series C Preferred stock in a
private offering and received net proceeds of $350. Mr. Russell Adler, the
Companies Chairman will beneficially own 1,750,000 of the Company's common stock
upon conversion.
In February 1999, the Company completed the private offering of 950,000 shares
of its common stock in a private offering and received net proceeds of $950 to
20 private investors. The Company will use the proceeds of the sale of the
offering for general working capital purposes.
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In February 1999, the Company sold 13,000 shares of its Series C Preferred stock
in a private offering and received net proceeds of $130. The Chief Executive
Officer, President of Regenesis, and a director purchased 3,000 and 10,000,
respectively.
On February 14, 1999, the Company received notice of conversion from the Series
C Preferred stock shareholders. The Company now has issued and outstanding
shares of 4, 037, 417 as of date filed herein.
The Company also granted an aggregate of 500,000 stock options under its 1997
Stock Option Plan, to the Chairman and Chief Executive Officer, President, which
have an exercise price of $.25 per share.
The Company has decided after preliminary due diligence related to the assets
and corporate structure of auctionZplus, not to pursue the acquisition further.
Item 7. Financial Statements and Exhibits
(c) Exhibits
3.i Articles of Amendment to the Articles of Incorporation.
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.
REGENESIS HOLDINGS, INC.
By: ________________________________
Mitchell Sandler
President
DATED: February 1, 1999
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
REGENESIS HOLDINGS CORPORATION
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Pursuant to the Florida General Corporation Law
Regenesis Holdings Corporation hereby files this AMENDMENT TO THE ARTICLES OF
INCORPORATION pursuant to Sections 607.0602 and 607.10025 of the Florida
Business Corporation Act:
A. The name of the Corporation is Regenesis Holdings Corporation
(the "Corporation").
B. The Corporation's new officers and directors are:
Name Position
Russell B. Adler Chairman
Mitchell B. Sandler President, CEO, Director
Melissa K. Taylor Director, Sectary \ Treasurer
C. The Corporation's new registered agent is:
Russell B. Adler, Esq. 444 Brickell Ave.
Suite. 400 Miami, Florida 33131
D. The Certificate of Incorporation is hereby amended by striking out
Article 4 in its entirety, and substituting in lieu thereof the new Article 4 as
follows:
ARTICLE 4
(A) The maximum number of shares of all classes of stock which
the Corporation is authorized to have outstanding at any one time is 110,000,000
shares, of which 10,000,000 shares shall be preferred stock, par value $.01 per
share, issuable in one or more classes or series (the "Preferred Stock"), and
100,000,000 shares shall be Common Stock, par value $.01 per share (the "Common
Stock"). All or any part of the Common Stock and Preferred Stock may be issued
by the Corporation from time to time and for such consideration as the Board of
Directors may determine. All of such shares, if and when issued, and upon
receipt of such consideration by the Corporation, shall be fully paid and
non-assessable.
(B) The Board of Directors is authorized to adopt resolutions
at any time and from time to time dividing the Preferred Stock into one or more
classes or series, which classes or series may have such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions as the Board may specify in such resolutions and as may mow or
hereafter be permitted by Florida law.
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(C) Except as otherwise required by law, each holder of Common
Stock shall be entitled to one vote for each share standing in such person's
name on the books of the Corporation. Subject to the rights of any outstanding
shares of Preferred Stock having preferential dividend rights, holders of Common
Stock are entitled to such dividends as may be declared by the Board of
Directors out of funds lawfully available therefor. Upon any liquidation,
dissolution or winding up the affairs of the Corporation, holders of Common
Stock are entitled to receive pro rata the remaining assets of the Corporation,
after the holders of outstanding shares of Preferred Stock having preferential
rights to such assets have received in full the distributions to which they are
entitled.
(D) PREFERRED STOCK
1. DESIGNATION AND INITIAL NUMBER.
The series of Preferred Stock hereby classified shall be
designated "Series B Preferred Stock." The initial number of
authorized shares of the Series B Preferred Stock shall be
300,000 shares. Upon issuance of the shares of Series B
Preferred Stock an amount at least equal to the par value
shall be the stated capital of the Company.
The series of Preferred Stock hereby classified shall be
designated "Series C Preferred Stock." The initial number of
authorized shares of the Series C Preferred Stock shall be
100,000 shares. Upon issuance of the shares of Series C
Preferred Stock an amount at least equal to the par value
shall be the stated capital of the Company.
2. VOTING RIGHTS.
Holders of the shares of Series B & C Preferred Stock shall be
entitled to full voting rights, share for share, with the then
outstanding Common Stock as well as with any other class or
series of stock of the Company which have general voting power
with the Common Stock concerning any matter being voted upon.
Except as so provided, shares of Series B & C Preferred Stock
shall at no time be entitled, as a series, class or otherwise,
to any other or special or restrictive voting rights of any
kind whatsoever, except as then and when and to the extent
required by applicable law.
3. CONVERSION PRIVILEGE.
The holders of the Series B & C Preferred Stock shall have the right, pursuant
to the Series B & C Preferred Stock convertible agreement, to convert the shares
into shares of the Company's Common Stock, par value $.01 per share, on the
following terms and conditions:
a. Each share of Series "B" Preferred Stock shall be
convertible as stated herein, into twenty (20) fully paid
and non-assessable shares of Common Stock.
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b. Each share of Series "C" Preferred Stock shall be
convertible at any time, and from time to time, into Fifty
(50) fully paid and non-assessable shares of Common Stock.
c. Upon presentation and surrender to the Company (or
any office or agency maintained for the transfer of
the Series B & C Preferred Stock) of certificates of
Series B & C Preferred Stock to be so converted, duly
endorsed in blank for transfer or accompanied by
proper instruments of transfer in blank, all bearing
medallion guaranteed signature(s) of the holders and
accompanied by written notice of conversion (the
"Conversion Notice"), the holder of such shares of
Series B & C Preferred Stock shall be entitled,
subject to the limitations contained herein, to
receive in exchange therefor a certificate or
certificates representing such number of fully paid
and non-assessable shares of Common Stock which shall
represent the number of shares of Series B & C
Preferred Stock issuable upon such conversion. The
shares of Series B & C Preferred Stock shall be
deemed to have been converted, and the person
converting the same to have become the holder of
record of Common Stock, for all purposes as of the
date of delivery of the Conversion Notice.
d. The Company shall, so long as any of the shares of
Series B & C Preferred Stock are outstanding, reserve
and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the
conversion of the shares of Series B & C Preferred
Stock, such number of shares of Common Stock as shall
from time to time be sufficient to effect the
conversion of all of the shares of Series B & C
Preferred Stock then outstanding.
e. The Company shall not issue any fraction of a share of
Common Stock upon any conversion, but shall round up the
number of shares of Common Stock issuable upon such
conversion to the next highest whole share.
4. REDEMPTION.
The shares of Series B & C Preferred Stock are redeemable at any time at the
sole option of the Company at a redemption price to be negotiated by the
parties.
5. DIVIDENDS.
The shares of Series B & C Preferred Stock shall be paid dividends from time to
time as determined in the sole discretion of the Board of Directors out of funds
legally available for the payment of dividends by the Company.
6. LIQUIDATION.
In the event of any voluntary or involuntary dissolution or winding up of the
Company, the holders of shares of Series B & C Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Company available for
distribution to its shareholders an amount per share equal to $.01 without
interest, and no more, before any payment shall be made to the holders of any
stock of the Company ranking junior to the Series B & C Preferred Stock. A
merger of consolidation of the Company with or into any other corporation, share
exchange or sale of conveyance of all or any part of the assets of the Company
which shall not in fact result in the liquidation of the Company and the
distribution of assets to its shareholders shall not be deemed to be a voluntary
or involuntary liquidation, dissolution or winding up of the Company within the
meaning of this Article 4.
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7. TRANSFERABILITY.
The shares of Series B & C Preferred Stock may be transferred at any time and
from time to time at the sole option of the holder.
The foregoing Amendments to the Certificate of Incorporation were
authorized and duly adopted this 1th day of February, 1999 pursuant to Sections
607.0602 and 607.10025 of the Florida Business Corporation Act, by the
affirmative vote of a majority of the Board of Directors of the Corporation
present at a meeting at which a quorum was present followed by the written
consent of holders of a majority of all of the outstanding shares of Common
Stock of the Corporation entitled to vote on the said Amendments to the
Certificate of Incorporation.
IN WITNESS WHEREOF, these ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF REGENESIS HOLDINGS, INC has been executed on this 1th day of
February, 1999
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Mitchell B. Sandler, President
