SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 13, 2000
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FuelNation Inc.
(Exact name of registrant as specified in its charter)
Florida 1-12350 65-0827283
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
1700 North Dixie Highway
Suite 125 33432
Boca Raton, Florida (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: 1-561-391-5883
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Item 1. Changes in Control.
Pursuant to a Share Sale and Contribution Agreement ("the Agreement")
dated as of September 14, 2000, among Triad Petroleum LLC, a Florida limited
liability company ("Triad"), FuelNation Inc. (f.k.a. Regenesis Holdings Inc.,
the "Company") and Russell Adler, the former Chairman of the Company's Board of
Directors and the former "beneficial owner", as defined in Rule 13d-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25.1% of
the outstanding common stock of the Company, Triad was granted a contractual
right to acquire 96% of the voting equity of the Company through the issuance by
the Company to Triad of a combination of common and convertible preferred
shares. In consideration thereof, Triad agreed to assign its exclusive 50 year
license and distribution rights under a Technology License and Marketing
Agreement ("Technology License Agreement") with E Mation.Com LLC (an affiliate
of Triad) ("E Mation") which provides for the exclusive rights to make, market
and sell products and services using E Mation's proprietary technology which
integrates the business operations for both wholesale distribution and retail
sale of fuel. The transaction closed on October 13, 2000.
Upon closing of the Triad transaction, the Company issued to Triad
94,000,000 shares of common stock and 5,000,000 shares of a newly designated
series of its convertible preferred stock, the Class D Convertible Preferred
Stock (the "Series D Preferred") approximating, in the aggregate, 96% of the
voting equity of the Company. Each share of new Series D Preferred converts into
ten shares of common stock and has the right to participate in all voting and
dividend rights of the common shareholders on an as-converted basis.
Consequently, the total number of shares issued by the Company to Triad, on a
common stock equivalent basis, is approximately 144,000,000 shares. As a result
of such issuance, Triad has sufficient voting power to control the outcome of
all corporate matters submitted to the vote of the Company's shareholders. Those
matters could include the election of directors, changes in the size and
composition of the Board of Directors, the qualification and appointment of
officers of the Company, and mergers and other business combinations involving
the Company. In addition, because of Triad's potential control of the Board of
Directors through its voting power, Triad may be able to control certain
important Company decisions, including decisions with respect to the Company's
dividend policy, access to capital (including borrowing from third-party lenders
and the issuance of additional equity securities) and the acquisition or
disposition of assets by the Company. Such concentration of voting power could
have the effect of delaying or preventing a change in control of the Company and
may affect the market price of the Company's Common Stock.
On October 23, 2000, the Company filed with the Securities and Exchange
Commission (the "Commission") a preliminary shareholder consent solicitation
statement on Schedule 14A (the "Consent Solicitation Statement"). Upon
completion of the applicable review period provided for under Section 14 of the
Exchange Act, the Company intends to solicit the consent of its shareholders to
(i) authorize an amendment to the Company's Articles of Incorporation increasing
the Company's authorized shares of common stock from 100,000,000 to 350,000,000
and increasing the Company's authorized shares of preferred stock from
10,000,000 to 20,000,000 (the "Capital Stock
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Amendment") and (ii) elect Christopher R. Salmonson and Robert L. Simmons, each
controlling persons of Triad, and Triad designee Shaikh Isa Mohammed Isa Al
Khaifa, to the Company's Board of Directors (the "Election of Directors"). Triad
has indicated its intention to deliver its consent to each of the Capital Stock
Amendment and the Election of Directors.
In connection with the closing of the Triad transaction, the Company's
previous Chairman of the Board of Directors, Chief Executive Officer and
President and its Chief Financial Officer, both of whom are currently Directors
of the Company, have resigned their respective positions as officers of the
Company and have executed releases in favor of the Company waiving all of their
rights and interests to all amounts due from the Company (such amounts
consisting of accrued payroll and loans and advances made by such persons to the
Company). In addition, each of Russell Adler, Edwin Ruh and Joel Brownstein have
agreed, upon written request of Triad, to resign their respective positions as
members of the Company's Board of Directors.
Item 7. Index of Exhibits
10.19 Share Sale and Contribution Agreement, dated as of September 14,
2000, and related side letter thereto, by and among Regenesis Holdings, Inc.,
Russell Adler for Himself and his Nominees, and Triad Petroleum LLC,
incorporated by this reference to Exhibit 10.19 to the Company's 10-QSB for the
period ended June 30, 2000, filed with the Securities and Exchange Commission on
September 22, 2000.
99 Press Release of the Company, dated October 14, 2000 (filed herewith).
