UNITED STATES
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 reported): March 30, 2000
ATOMIC BURRITO, INC.
(Exact name of registrant as specified in its charter)
Oklahoma
(State or other jurisdiction of incorporation or organization)
000-24058 84-1131343
(Commission File Number) (I.R.S. Employer Identification No.)
1601 N.W. Expressway
Oklahoma City, Oklahoma 73118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 405-848-0996
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Name Numbered Page
---------- ------------ -------------
99.1 Press release dated March 30, 2000 4
Item 5. Other Events
On March 30, 2000, Atomic Burrito, Inc. ("Atomic Burrito") announced an
agreement in principle to acquire unHatched.com, Inc. ("unHatched"), a
recently-formed, privately-held California company engaged as an internet
incubator. The acquisition would involve the merger of unHatched into Atomic
Burrito for an initial 1.5 million shares, warrants to purchase 3.0 million
shares from $2.50 to $7.50, and an additional 2.5 million shares based the
subsequent revenues of unHatched, additional equity capital for Atomic Burrito,
and the Atomic Burrito per share price. The acquisition is subject to customary
conditions, including the execution of a definitive agreement and approval by
the Atomic Burrito shareholders. The press release relating to the announcement
is attached as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed with this report:
99.1 Press release dated March 30, 2000.
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 authorized.
Dated: April 10, 2000 Atomic Burrito, Inc.
By:/s/James E. Blacketer
------------------------------
President
FOR IMMEDIATE RELEASE CONTACT:
- --------------------- -------
James E. Blacketer, CEO
(405) 848-1581
ATOMIC BURRITO ANNOUNCES ACQUISITION OF CALIFORNIA
INTERNET COMPANY
Oklahoma City, Oklahoma........March 30, 2000.......(NASDAQ: ATOM)...Atomic
Burrito, Inc. ("Atomic Burrito") announced today that it had executed a letter
of intent to acquire Unhatched.com, Inc. ("Unhatched"), a privately held
California company whose primary business activity involves the use of internet
domain names, websites and various related solutions offered to traditional
public companies.
The acquisition provides for Unhatched to receive 1.5 million shares of Atomic
Burrito common stock as well as warrants to acquire an additional 3.0 million
shares at exercise prices ranging from $2.50 to $7.50 per share. Unhatched could
also earn additional shares based upon a formula requiring achievement of
certain standards, including revenue generation, increasing equity capital in
Atomic Burrito, and per share market price requirements.
Completion of the proposed acquisition requires approval of the boards of
directors of both companies and the approval of Atomic Burrito shareholders, and
it is expected that the transaction will close by July 1, 2000.
Unhatched, based in Irvine, California and its two wholly-owned subsidiary
companies currently own more than 2,500 registered domain names in addition to
more than 20 fully developed websites. The company specializes in incubating
internet solutions which transform traditional "bricks and mortar" businesses
into 21st century e-commerce companies.
Unhatched Chairman Darrel Uselton commented "We at Unhatched are pleased with
the opportunity to be part of an exciting, growth industry and look forward to
being involved with the expansion of a great new restaurant concept. In
addition, we believe our innovative approach to technology will allow us to
become a major force in the transformation of traditional business."
Uselton, who also serves as Chairman of The National Capital Companies
("National") (OTCBB: NBOI), a financial services and investment banking
organization, noted that National expected to immediately begin raising capital
for the combined companies. "We believe the future is bright for Unhatched and
Atomic Burrito with the new company poised for explosive growth. We intend to
work together to enhance the value of this company for all of our shareholders."
Atomic Burrito President James E. Blacketer added: "We're very excited about the
future of our combined companies with this acquisition. Unhatched has unlimited
potential and brings a great deal of technological expertise to the table. We
believe this marriage of our two organizations will put Atomic Burrito in the
middle of a growing industry and will enhance our existing business base with
additional capital for expansion."
Atomic Burrito owns and operates a chain of six "Fresh-Mex" quick service
restaurants in Oklahoma, Texas, Kansas and Washington. The company also owns and
operates two country and western nightclubs under the name "InCahoots" in St.
Louis and in Wichita.
