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)
January 28, 2000
EMAGISOFT TECHNOLOGIES, INC.
(Formerly known as Manatee-American Financial Corp.)
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(Exact name of registrant as specified in charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
33-67766-A 65-0422273
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(Commission file number) (IRS employer identification no.)
405 Central Avenue, 2nd Floor, St. Petersburg, FL 33701
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(Address of principal executive offices) (Zip Code)
(727) 898-0688
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Pursuant to a Share Exchange Agreement effective as of October 29, 1999
(the "Closing Date"), the Registrant acquired all of the outstanding shares of
stock of Emagisoft Corporation in exchange for 10,000,000 shares of common stock
of the Registrant (the "Acquisition"). This resulted in a change in control of
the Registrant. In addition, the sole officer and director of the Registrant
resigned and was replaced by the largest shareholder of Emagisoft Corporation,
Kyle Jones. These transactions were subject to the condition that the common
stock of the Registrant (the "Common Stock") be listed for trading on the Over
the Counter Bulletin Board (OTCBB) within ninety (90) days of the Closing Date
(the "Listing Date"), and, in the event such condition was not met, said
transactions would be unwound so as to place the Registrant, Emagisoft
Corporation and the shareholders of Emagisoft Corporation in the same position
they would have been in had the Acquisition not been consummated.
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The Registrant, Emagisoft Corporation and certain current shareholders of
the Registrant, including those shareholders who, prior to the Closing Date,
constituted a majority of the issued and outstanding shares of the capital stock
of the Registrant (the "Manatee Shareholders"), entered into an Amendment to
Share Exchange Agreement dated as of January 28, 2000 (the "Amendment"), which
provides for an extension of the Listing Date and for the contingency of two
possible additional extensions thereof. Pursuant to the Amendment, the Listing
Date is extended to March 31, 2000 (the "Revised Listing Date"), and the
Registrant is granted two (2) separate and distinct thirty (30) day options to
extend the Revised Listing Date to April 30, 2000 and May 30, 2000,
respectively. Each of such options may be exercised by the Registrant by
payment of $10,000 for each such desired extension. At the discretion of the
Manatee Shareholders, the $10,000 cash payment(s) may, in lieu thereof, be
accepted in whole or in part in restricted shares of Common Stock of the
Registrant. The terms and conditions otherwise relating to such possible share
issuances is subject to the satisfaction of the Manatee Shareholders and the
Registrant
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Amendment to Share Exchange Agreement dated as of January 28, 2000, by
and between the Registrant, Emagisoft Corporation, and certain current
stockholders of the Registrant.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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.
EMAGISOFT TECHNOLOGIES, INC.
Date: March 15, 2000 By: /s/ Kyle E. Jones
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Kyle E. Jones, President
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Exhibit 2.1
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (the "Amendment") is entered
into as of the 28th day of January 2000 by and between EMAGISOFT TECHNOLOGIES,
INC. (formerly Manatee-American Financial Corp.), a Florida corporation
("Emagisoft Technologies"), EMAGISOFT CORPORATION, a Florida corporation
("Emagisoft"), the owners of the currently issued and outstanding shares of the
capital stock of Emagisoft Technologies who were [prior to the October 29, 1999
closing date (the "Closing Date") of the Share Exchange Agreement dated as of
October 29, 1999 (the "Share Exchange Agreement") by and between all of the then
shareholders of Emagisoft, Emagisoft Technologies, and Emagisoft,] all of the
then shareholders of Emagisoft (the "Emagisoft Shareholders"), and certain of
the owners of the currently issued and outstanding shares of the capital stock
of Emagisoft Technologies who, prior to the Closing Date, constituted a majority
of the issued and outstanding shares of the capital stock of Emagisoft
Technologies (the "Emagisoft Technologies Shareholders")
WHEREAS, Emagisoft Technologies, Emagisoft and the Emagisoft Shareholders
previously entered into the Share Exchange Agreement, which provides in
pertinent part, in Paragraph 4 (d) thereof, among other matters, that in the
event the common stock of Emagisoft Technologies is not listed for trading on
the OTCBB within ninety (90) days of the Closing Date, (such 90th day herein
referred to as the "Listing Date") Emagisoft Technologies shall purchase,
acquire and accept the Emagisoft Technologies shares received by the Emagisoft
Shareholders in exchange for the Emagisoft shares transferred to Emagisoft
Technologies pursuant to the Share Exchange Agreement, the result of which shall
be to place Emagisoft Technologies, Emagisoft and the Emagisoft Shareholders in
the same position they would have been in if the transactions contemplated under
the Share Exchange Agreement had not been consummated; and
WHEREAS, Emagisoft Technologies, Emagisoft, the Emagisoft Shareholders, and
the Emagisoft Technologies Shareholders who constituted as of the Closing Date
third party beneficiaries to the Share Exchange Agreement and whom the other
Parties hereto therefore desire that they become parties to this Amendment,
believe it to be in their respective interests to agree to amend the Share
Exchange Agreement so as to provide for an extension of the Listing Date to
March 31, 2000 (the "Revised Listing Date") and to provide for the contingency
of two (2) possible additional extensions thereof;
NOW, THEREFORE, for the mutual consideration set forth herein, and for good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by all of the Parties hereto, the Parties hereto agree as follows:
The above recitals are true and correct.
Paragraph 4 (d) of the Share Exchange Agreement is hereby amended to
provide for an extension of the Listing Date to the Revised Listing Date.
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Two (2) separate and distinct thirty (30) day options are herewith granted
to Emagisoft Technologies to extend the Revised Listing Date to April 30, 2000
and May 30, 2000, respectively, should Emagisoft Technologies so desire; each of
such options shall be exercised, if at all, by Emagisoft Technologies in its
sole discretion (without the prior or subsequent approval of the Emagisoft
Shareholders) , prior to the Revised Listing Date and any desired extension(s)
thereof as provided for above, by: (a) providing written notice of the exercise
thereof (via telecopier, effective upon receipt by Emagisoft Technologies of a
printed confirmation reflecting receipt by KTLV, as defined below) prior to the
Revised Listing Date and any desired extension(s) thereof as provided for above,
to the Emagisoft Technologies Shareholders c/o Howard Tescher or Jay Valinsky,
Kipnis Tescher Lippman & Valinsky,100 Northeast Third Avenue, Suite 610, Fort
Lauderdale, Florida 33301-1156 ("KTLV") (telecopier no. (954) 467-2264); and (b)
paying to KTLV in trust $10,000 prior to the Revised Listing Date and any
desired extension(s) thereof as provided for above, for each such desired
extension.
In the sole discretion of the Emagisoft Technologies Shareholders, the
$10,000 cash payment(s) described above may, in lieu thereof, be accepted in
whole or in part in restricted shares of the common stock of Emagisoft
Technologies; the terms and conditions otherwise relating to such possible share
issuances shall be to the satisfaction of the Emagisoft Technologies
Shareholders and Emagisoft Technologies.
Any other amendments and/or modifications to the Share Exchange Agreement
and/or this Amendment shall be in writing executed by all of the Parties hereto
and/or by those persons and/or entities having a then effective limited power of
attorney for one or more of the Parties hereto, which limited power of attorney
shall be attached thereto. All of the other terms, conditions and provisions of
the Share Exchange Agreement not inconsistent with this Amendment shall remain
in full force and effect and shall apply to this Amendment, which may be
executed in counterparts and via telecopier by the Parties hereto and/or by
those persons and/or entities having a then effective limited power of attorney
for one or more of the Parties hereto, which limited power of attorney shall be
attached hereto.
EMAGISOFT TECHNOLOGIES, INC.
By: /s/ Kyle E. Jones
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Kyle E. Jones, President
EMAGISOFT CORPORATION
By: /s/ Kyle E. Jones
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Kyle E. Jones, President
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EMAGISOFT TECHNOLOGIES SHAREHOLDERS:
/s/ Alan Kipnis
/s/ Marc B.Tescher /s/ Anna Marie Kipnis
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Marc B. Tescher Alan and Anna Marie Kipnis (JTWROS)
/s/ Howard Tescher /s/ Steven Lippman
/s/ Hillary Tescher /s/ Marcy Lippman
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Howard and Hilary Tescher (JTWROS) Steven and Marcy Lippman (JTWROS)
/s/ Jay Valinsky
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Jay Valinsky
EMAGISOFT SHAREHOLDERS:
/s/ Kyle E. Jones, Trustee /s/ Jimmy Dowda
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The Betterment Trust Jimmy Dowda
Kyle E. Jones, Trustee
/s/ William H. Egge, IV /s/ Roger W. Finefrock
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William H. Egge, IV Roger W. Finefrock
/s/ Richard W. Groner /s/ Stephen Guarino
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Richard W. Groner Stephen Guarino
/s/ Bob Havemeister /s/ David Hollis
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Bob Havemeister David Hollis
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/s/ Brian Keith Jones /s/ Deidre Jones
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Brian Keith Jones Deidre R. Jones
/s/ Harold Jones
/s/ Wanda Faye Jones /s/ Robert Stacey Jones
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Harold and Wanda Faye Jones (JTWROS) Robert Stacey Jones
/s/ William Tal Jones /s/ Steven H. Kerr
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William Tal Jones Steven H. Kerr
/s/ Richard M. Konsens, MD /s/ Mark Lauter
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Richard M. Konsens, MD Mark Lauter
/s/ Frederick A. Lenz /s/ Clayton Been, Director
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Frederick A. Lenz Lighthouse Holdings, Inc.
Clayton Been, Director
/s/ Darin McManaway /s/ James Neader
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Darin McManaway James Neader
/s/ James Neader, Trustee /s/ Chong Park
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James Neader Profit Chong Park
Sharing Plan & Trust
/s/ David Rothschild
/s/ James L. Rhodes, Trustee /s/ Doris Rothschild
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James L. Rhodes C/F David and Doris Rothschild (JTWROS)
Gwyndolyn Heather Rhodes, FL UGMA
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/s/ Frank Rothschild, President /s/ Frank P. Rothschild, Trustee
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Frank P. Rothschild, Inc. Geneva-Roth Investment Trust
Frank P. Rothschild, Trustee
/s/ Sherry L. Shaw /s/ Roger Tichenor
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Sherry L. Shaw Roger Tichenor
/s/ Peter VanSon /s/ Ronnie L. Williams, Sr.
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Peter VanSon Ronnie L. Williams, Sr.
