Securities and Exchange Commission
Washington D.C. 20549
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 report) April 13, 1999
Ovvio Better Life, Inc.
(Exact name of registrant as specified in its charter)
Imatel Holdings, Inc.
(Former name)
Washington
(State or other jurisdiction of incorporation)
0-22934 91-1268870
(Commission file number) (IRS Employer Identification no.)
83-888 Ave. 51 (Box 1130) Thermal, CA 92274
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (760) 398-9700
Item 1. Reverse Stock Split
The company effected a reverse stock split of one share for every four owned
on March 20, 1999 and effective April 7th 1999.
Item 2. Name change and new business
Imatel Holdings, Inc. changed its name to Ovvio Better Life, Inc.
The company is entering the home furnishings and houseware business. Ovvio
Better Life, Inc. is currently negotiating a lease on a 125,000 square foot
retail store in Italy. Ovvio Better Life, Inc. is finalizing an agreement
with the Semeraro Group to secure a franchise to market its products in
Europe and in the US.
Item 3. Appointment of additional directors
The company has appointed three additional directors:
Giovanni Semeraro
Mr. Semeraro is 50. His business expertise includes thirty years experience
in the furniture industry. Mr. Semeraro was in the manufacturing business
for ten years and has twenty years experience in retail sales, distribution
and exporting. He founded Ovvio S.p.A. in 1992. Mr. Semeraro holds senior
management positions as President and Managing Director of several Semeraro
Companies. On March 25th 1999, Mr. Semeraro was elected to the Board of
Directors of Ovvio Better Life, Inc.
Luigi Zavaglio
Mr. Zavaglio is 33. His business experience has been banking (1985-1991) and
the finance field for various furniture companies (1991-1999). He was named
Managing Director of Ovvio S.p.A. in 1992, and is currently in that position.
Mr. Zavaglio has served as President of Semeraro Mobili and Ekko companies
from 1996 to present. Mr. Zavaglio has been a member of the International
Association of Financial Executives Institutes (IAFEI) and National
Association of Administration and Financial Managers (ANDAF), since 1996.
Mr. Zavaglio was elected a Director of Ovvio Better Life, Inc. on March 25th,
1999.
Lorenza Semeraro
Ms. Semeraro is 25. She received an accounting degree in 1993 from Einaudi
Institute. Her education includes studies at the University of Brighton
Politechnic (England) and two years at Claremont (Pitzer) College, Los
Angeles, CA and San Diego International University, CA (USA). Ms. Semeraro
majored in english and marketing. Her business experience includes two
years (1994-95) as purchasing manager in Hong Kong for Gruppo Semeraro
Holdings. She has served as a member of the board of directors for
Semeraro Holdings since 1996. In 1997, she assumed public relations
responsibility for Gulliver (London, England) and in addition has duties as
product manager for the Ovvio houseware and textile business areas of Gruppo
Semeraro Holdings (1997 to the present). On March 25th, 1999, Ms. Semeraro
was elected a director of Ovvio Better Life, Inc.
Item 4. Coversion of Preferred Shares
The company converted all of the outstanding Series A Preferred Stock, which
entitled the holders to elect two thirds of the directors of the
Corporation, in consideration for 1,500,000 shares of Common Stock.
Item 5. Employees Stock Option Plan for 16,000,000 shares of common stock
The price range of Ovvio Better Life, Inc.'s common stock over the last three
months, after giving effect to a one for four reverse split, has been $.36 to
$1.87. The ESOP gives the holders the right to purchase 2,000,000 shares @
$4.00; 7,000,000 shares @ $5.00; and 7,000,000 shares @ $6.00. The option to
purchase 2,000,000 shares @ $4.00 are owned as follows: 950,000 shares by
Dempsey K. Mork; 950,000 shares by Riccardo Mortara; and 100,000 shares
by Randall A. Baker. The option to purchase 7,000,000 shares @ $5.00 are
owned as follows: 1,700,000 shares by Giovanni Semeraro; 1,700,000 shares by
Lorenza Semeraro; 200,000 shares by Luigi Zavaglio; 1,700,000 shares by
Dempsey K. Mork; and 1,700,000 shares by Riccardo Mortara. The option to
purchase 7,000,000 @ $6.00 are owned as follows: 1,700,000 shares by Giovanni
Semeraro; 1,700,000 shares by Lorenza Semeraro; 200,000 shares by Luigi
Zavaglio; 1,700,000 shares by Dempsey K. Mork; and 1,700,000 shares by
Riccardo Mortara.
Item 6. Ovvio Better Life, Inc. has entered into an agreement with
Lighthouse Ltd. to place shares of Ovvio Better Life, Inc. at $2.85 per share
for up to 7,000,000 shares. Riccardo Mortara and Dempsey K. Mork, directors
of Ovvio Better Life, Inc. have a financial interest in Lighthouse Ltd.
Lighthouse Ltd. will earn the difference between the $2.85 paid to Ovvio
Better Life, Inc. and the price paid by Lighthouse Ltd.'s customer. The
shares issued under this agreement will be restricted.
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 thereunto duly authorized.
Date: April 13, 1999
Ovvio Better Life, Inc.
By:/s/ Dempsey K. Mork
Dempsey K. Mork
Chief Financial Officer
