SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 2, 1999
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Kirlin Holding Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25336 11-3229358
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number Identification No.)
6901 Jericho Turnpike, Syosset, New York 11791
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (800) 899-9400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On June 2, 1999, Kirlin Holding Corp. ("Company"), Individual Investor
Group, Inc. ("INDI") and VentureHighway.com Inc. ("VentureHighway") entered into
an agreement ("Agreement") pursuant to which INDI purchased 19.9% of the common
stock of VentureHighway.
VentureHighway owns and operates VentureHighway.com, a branded website
designed to serve as an interactive portal for the matching of companies seeking
funding with qualified investors seeking to fund such companies, and the
facilitation of private placements and public offerings of securities of
companies. The purchase price for INDI's equity position was $3.184 million,
which is payable in the form of advertising for VentureHighway.com in INDI's
magazines, such as Individual Investor and Ticker, and on INDI's websites, such
as iionline.com, during the next 30 months.
In connection with the aforementioned transaction, the Company and INDI
also entered into a securities purchase agreement ("Securities Purchase
Agreement") pursuant to which INDI purchased 150,000 shares ("Investor Shares")
of the common stock of the Company for $750,000. The Company contributed all the
proceeds of this sale to the capital of VentureHighway. The Company is obligated
to file a registration statement registering the resale of the Investor Shares
under the Securities Act of 1933 on or prior to August 2, 1999 and to use its
best efforts to cause the registration statement to become effective as soon as
practicable thereafter.
VentureHighway, the Company and INDI also entered into a stockholders
agreement ("Stockholders Agreement") with respect to the Company's and INDI's
respective ownership of VentureHighway. Until the occurrence of certain events,
INDI shall have the right to designate one member of VentureHighway's board of
directors, with the Company designating the majority of such board. The
Stockholders Agreement also places certain restrictions on, and rights with
respect to, the sale of shares of VentureHighway stock by INDI and the Company.
If VentureHighway.com does not provide users with certain capabilities and
if VentureHighway does not obtain registration as a broker-dealer prior to
December 31, 1999, INDI may elect to terminate the Agreement. In the event INDI
so elects to terminate the Agreement, INDI shall return all of the equity of
VentureHighway owned by it to VentureHighway without further consideration.
Also, in such event, INDI shall have the right to require the Company to
purchase all the Investor Shares then owned by INDI. The amount payable by the
Company to INDI in connection with any repurchase shall be equal to (i) $750,000
less (ii) amounts realized by INDI (and any affiliates to whom it transferred
shares) on all sales of Investor Shares prior thereto (with interest added to
the amounts in clauses (i) and (ii) at an interest rate of 10% per annum).
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Statements
Not applicable.
(c) Exhibits
10.10 Agreement, dated as of June 2, 1999, between
Individual Investor Group, Inc., Registrant and
VentureHighway.com Inc., incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K
of Individual Investor Group, Inc. (SEC File No.
1-10932), dated June 16, 1999
10.11 Stockholder Agreement, dated as of June 2, 1999,
between Individual Investor Group, Inc., Registrant
and VentureHighway.com Inc., incorporated by
reference to Exhibit 10.2 to the Current Report on
Form 8-K of Individual Investor Group, Inc. (SEC
File No. 1-10932), dated June 16, 1999
10.12 Securities Purchase Agreement, dated as of June
2, 1999, between Individual Investor Group, Inc.
and Registrant, incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K of
Individual Investor Group, Inc. (SEC File No.
1-10932), dated June 16, 1999
99.1 Press Releases, dated June 2, 1999, incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K of Individual Investor Group, Inc. (SEC
File No. 1-10932), dated June 16, 1999
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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.
Dated: June 16, 1999 KIRLIN HOLDING CORP.
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(Registrant)
/s/ Anthony J. Kirincic
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Anthony J. Kirincic
President and Chief Financial Officer
