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: January 28, 2000
Shampan, Lamport Holdings Limited
(Exact Name of Registrant as specified in its charter)
Washington 333-07727 98-0138706
(State of Incorporation) (Commission File Number) (IRS Identification No.)
1260-609 Granville Street, Vancouver B.C. V7Y 1G5
(Address of Principal Executive Office Postal Code)
(604) 687-0888
(Registrant's telephone number including area code)
<PAGE>
Item 5. Other Items
On January 27, 2000, the Company announced that it signed a definitive merger
agreement dated January 26, 2000, with takeoutmusic.com, Inc. ("takeoutmusic").
The agreement provides for the issuance of approximately ten million shares of
common stock of the Company to the shareholders of takeoutmusic in exchange for
all of the issued and outstanding shares of takeoutmusic. As a result, the
current shareholders of takeoutmusic will obtain control of the Company and the
management of the Company will be replaced by members of takeoutmusic's
management team. The merger transaction is expected to close in February and is
subject to the completion of due diligence, approval by the shareholders of
takeoutmusic and other customary closing conditions.
Upon consummation of the merger with takeoutmusic:
1. the Company expects to change its name to takeoutmusic.com Holdings
Corp. and move its executive office to New York City; and
2. takeoutmusic will become a wholly-owned subsidiary of the Company; and
3. the board of directors of the Company will resign and be replaced by
directors of takeoutmusic; and
4. the Company will have a total of approximately 13 million shares of
common stock issued; and
5. the Company will file an application with the OTC Bulletin Board to
obtain a new trading symbol; and
6. the current shareholders of the Company will own approximately 19.5% of
the Company's outstanding common stock and the current shareholders of
takeoutmusic will own approximately 80.5% of the Company's outstanding
common stock.
For more information concerning this transaction, see the press release issued
by the Company on January 27, 2000, and filed as Exhibit 99.1 hereto, which is
incorporated by reference herein in its entirety.
Exhibit Index
Exhibit No. Description
----------- -----------
99.1 Press Release, dated January 27, 2000
<PAGE>
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.
SHAMPAN, LAMPORT HOLDINGS LIMITED
Date: January 28, 2000 By: /s/ William D. McCartney
----------------------------
William D. McCartney
Director
Exhibit 99.1
For Immediate Release January 27, 2000
SHAMPAN, LAMPORT HOLDINGS LIMITED
SIGNS MERGER AGREEMENT WITH
TAKEOUTMUSIC.COM, INC.
Vancouver, BC - Shampan, Lamport Holdings Limited (OTC BB: SLHX) announced today
that its has signed a definitive merger agreement with takeoutmusic.com, Inc.
("takeoutmusic"). The agreement provides for the issuance of approximately ten
million common shares of Shampan (the "Company") in exchange for all of the
issued and outstanding shares of takeoutmusic. As a result, the current
shareholders and management of takeoutmusic will obtain control of the Company.
The merger transaction is expected to close in February and is subject to the
completion of due diligence, approval by the shareholders of takeoutmusic and
other customary closing conditions.
The Company expects to change its name to takeoutmusic.com Holdings Corp. and
move its head office to New York City upon consummation of the merger.
takeoutmusic operates a distinctive digital distribution web site
(www.takeoutmusic.com) devoted to independent, genre-specific music, including
Dance, Electronica, Hip Hop, indie rock and non-traditional jazz, that is
cutting edge with a distinct lifestyle and culture surrounding it. In addition
to downloadable music, takeoutmusic's web site offers distinctive programming
and community areas including two unique radio programs, exclusive editorial,
and hosted music oriented chat rooms.
takeoutmusic was founded in late 1998 by its CEO Mori Ninomiya and three others,
all of whom bring to the company a wealth of diversified music industry
experience. Mr. Ninomiya previously worked in A&R and Production at Atlantic
Recording Studios, Tommy Boy Music and Time Warner Interactive. Executive Vice
President of Business Affairs John Lavallo previously worked at EMI-Capitol
Music Group, Tommy Boy Music and Hit & Run Music Publishing. Executive Vice
President of A&R, Artist Relations and Product Development, J. Brunka is a
recording artist, manager and sound engineer and has worked with such artists as
Natalie Merchant and Big Rude Jake. Executive Vice President of Marketing and
Promotion Rich Pangilinan worked at Tommy Boy Music and was recently named DJ of
the Year by Street Information Network, a prominent music industry trade
journal, for his work on the Saturday Night mix show on New York radio station
Z-100.
<PAGE>
To help facilitate its business plans, takeoutmusic recently completed a private
equity financing of approximately $2 million.
Upon consummation of the merger with takeoutmusic, the board of directors of the
Company is expected to comprise of nominees of takeoutmusic, and the Company
will have a total of approximately 13 million common shares issued. The Company
will also file an application to obtain a new trading symbol.
For more information, please contact Bill McCartney on behalf of the Company at
(604) 687-0888 or John Lavallo on behalf of takeoutmusic at (212) 871-0714 ext.
15.
- --------------------------------------------------------------------------------
NOTE TO INVESTORS: This news release includes statements about expected future
events and/or financial results that are forward-looking in nature and subject
to risks and uncertainties. For those statements, the Company claims the
protection of the safe harbor for forward looking-statements provisions
contained in the Private Securities Litigation Reform Act of 1995. The Company
cautions that actual performance will be affected by a number of factors, many
of which are beyond the Company's control, and that future events and results
may vary substantially from what the Company foresees.
