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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report. . . . . . . . . . . . . . . . . . February 18, 1997
LEGGOONS, INC.
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(Exact name of Registrant as specified in its charter)
Missouri 33-68570 43-1239043
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
400 South Lindell Vandalia, Missouri 63382
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(Address of principal executive offices) (Zip Code)
N/A
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
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On February 18, 1997, the Company entered into an Agreement to
License Assets with Home Point of Sales, Inc., a Nevada corporation
("HPOS"). Pursuant to the Agreement to License Assets, the Company
has licensed certain of the assets of HPOS relating to its WAGERING
GATE business. The WAGERING GATE business includes the sales of HPOS
manufactured Infinity to wagering locations; the building of the
global wagering GATE, whose business is to receive incoming data
transfer commands from the HPOS HOST Center and other competitive HOST
Centers who have received ATM and SMART card wagering payment from
offsite home or office locations and then who command the wagering
GATE to alert the recipient gaming companies that they have been paid
and to respond back with an acknowledgement of such payment; and, the
general promotion and education of home ATM and SMART card wagering
over the Internet through the HPOS Secure Computer Keyboard or over
the telephone through the HPOS stand alone Infinity unit. The
consideration paid for such license was the issuance of 2,900,000
shares of the common stock of the Company. Of this amount, 2,755,000
shares, were placed in escrow. Such shares will not be released from
escrow unless and until the bid price of the Company's common stock is
at least $3.00 per share for any twenty consecutive day period as
reported on the NASD's Electronic Bulletin Board or Nasdaq's Small
Capital Market. If such condition does not occur prior to February
10, 1998, the escrowed shares will be returned to the Company.
In accordance with the Agreement to License Assets, the current
members of the board of directors of the Company have resigned and
have been replaced by Thomas S. Hughes, James S. Clinton, Mary Lou
Garcia and Jack M. Hall. Such persons will hold the position until
the next annual shareholders meeting. In addition, the Company's
current president (who will resign effective Febraury 24, 1997,
pursuant to the terms of the Agreement to License Assets) has entered
into a one year Consulting Agreement with HPOS.
Item 6 Resignation of Registrant's Directors
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In accordance with the Agreement to License Assets, the current
members of the board of directors of the Company have resigned and
have been replaced by Thomas S. Hughes, James S. Clinton, Mary Lou
Garcia and Jack M. Hall. Such persons will hold the position until
the next annual shareholders meeting.
There were no disagreements among the Company and its Board of
Directors.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
10.16 Agreement to License Assets
10.17 Escrow Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Registrant) LEGGOONS, INC.
BY (Signature) /s/ Thomas S. Hughes
(Date) April 7, 1997
(Name and Title Thomas S. Hughes, President
and Chief Executive Officer
