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): DECEMBER 21, 1998
WHAT A WORLD!, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25002 59-3200879
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. BOX 20125, TAMPA, FLORIDA 33622
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (727) 577-9366
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 21, 1998, What A World!, Inc., a Delaware corporation
("WAW"), announced it had entered into an agreement to combine with Tele Hub
Link Corporation ("TeleHub"), a privately-held company based in Montreal, Canada
that is engaged in the business of providing telemarketing services. Pursuant to
an agreement between WAW, TeleHub and the shareholders of TeleHub, WAW will
acquire from the TeleHub shareholders all of the outstanding capital stock of
TeleHub, WAW will issue to the shareholders of TeleHub an aggregate of
13,011,339 shares of WAW common stock and, as a result, TeleHub will become a
wholly-owned subsidiary of WAW. Following the consummation of the transaction,
the former shareholders of TeleHub will hold approximately 86% of the
outstanding post-transaction shares of WAW common stock. The transaction is
subject to customary closing conditions, including receipt of shareholder
approval of the transaction from WAW's shareholders at a special meeting to be
held for such purpose. A copy of a press release issued by WAW on December 21,
1998, which sets forth a brief description of the proposed acquisition, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release of What A World!, Inc. dated December 21, 1998.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WHAT A WORLD!, INC.
(Registrant)
Dated: December 29, 1998 By: /s/ BRIAN S. LAPPIN
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Brian S. Lappin
Vice President of Finance and
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
WHAT A WORLD!, INC. ANNOUNCES AGREEMENT TO
COMBINE WITH CANADIAN TELEMARKETING COMPANY
Tampa, Florida, December 21, 1998 -- What A World!, Inc. [NASD Bulletin
Board: WHAT (Common Stock), WHATW (Warrants)] today announced that it has
entered into an agreement to combine with Tele Hub Link Corporation ("TeleHub"),
a privately-held company based in Montreal, Canada that is engaged in the
business of providing telemarketing services. Pursuant to an agreement between
What A World!, TeleHub and the shareholders of TeleHub, What A World! will
acquire from TeleHub's shareholders all of the outstanding capital stock of
TeleHub and, as a result, TeleHub will become a wholly-owned subsidiary of What
A World! In consideration for the TeleHub shares, What A World! will issue
shares of What A World!'s common stock to the TeleHub shareholders, who will
hold approximately 86% of the outstanding post-transaction shares of What A
World! common stock.
The transaction is subject to customary closing conditions, including
receipt of shareholder approval of the transaction from What A World!'s
shareholders at a special meeting to be held for such purpose.
Until May 1997, What A World! operated as a mall-based specialty
retailer of products which targeted customers having an active interest in
nature, the environment, education, wildlife, the outdoors and science. In May
1997, the Company sold substantially all of its operating assets and terminated
its retail operations. Since the consummation of such sale, the Company has been
seeking an acquisition candidate for a new business for the Company.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements which are not historical facts contained herein are
forward-looking statements that relate to plans for future activities. Such
forward-looking information involves important risks and uncertainties that
could significantly affect results in the future, including, but not limited to,
those relating to What A World!'s growth strategy, the integration of the
proposed acquisition, and other risks detailed in What A World!'s filings with
the Securities and Exchange Commission.
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CONTACT:
What A World!, Inc.
Brian Lappin, CFO
(727) 577-9366
