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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 28, 2000
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Technology Visions Group, Inc., formerly Orbit Technologies, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
0-25548 84-1001269
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(Commission File Number) (IRS Employer Identification No.)
5950 La Place Court, Suite 140, Carlsbad, California 92008
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(Address of Principal Executive Offices) (Zip Code)
(760) 918-9168
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Registrant's Telephone Number, Including Area Code
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ITEM 5. OTHER EVENTS
On December 22, 2000, Technology Visions Group, Inc., formerly Orbit
Technologies, Inc., filed a Certificate of Amendment of Certificate of
Incorporation in the state of Delaware to effect a name change to Technology
Visions Group, Inc. ("Technology Visions"), and to increase its authorized
amount of common stock to one hundred million shares and its authorized amount
of preferred stock to two million shares. The Certificate of Amendment is filed
as Exhibit 3(iv) to this Form 8-K.
On December 28, 2000, Technology Visions entered into a Secured Convertible
Debenture Purchase Agreement with AJW Partners, LLC ("AJW") and New Millennium
Capital Partners II, LLC ("NMC") in which AJW and NMC, respectively, agreed to
purchase Technology Visions 10% Secured Convertible Debentures for a purchase
price of $375,000 each, totaling $750,000 due to Technology Visions, less
certain costs and expenses. The debentures are payable within one year with
interest accruing at a rate of 10% per annum payable in cash or in common stock
on a quarterly basis. The debentures may also be converted into shares of
Technology Vision common stock, as further described in the accompanying
transaction documents.
In connection with this transaction, Technology Visions agreed to issue to
AJW and NMC, respectively, warrants to purchase 375,000 shares of common stock,
totaling 750,000 shares, at a price equal to 125% of the conversion price of the
debentures, subject to certain adjustments. Pursuant to the Secured Convertible
Debenture Agreement and the warrant agreements, Technology Visions agreed to
register under the Securities Act of 1933 the common stock underlying the
debentures and warrants. Further, to induce the parties to enter into the
debenture agreement, Technology Visions entered into security agreements with
the parties, which grant the debenture holders a first priority security
interest in certain tangible and intangible property of Technology Visions.
Copies of these agreements are filed as exhibits to this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 10, 2001 Technology Visions Group, Inc.
By: /S/ JAMES B. LAHEY
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Name: James B. Lahey
Title: Chief Executive Officer
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Exhibit Index
3(iv) Certificate of Amendment of Certificate of Incorporation of Orbit
Technologies, Inc.
10.1 Secured Debenture Purchase Agreement
10.2 Registration Rights Agreement
10.3 Technology Visions Group, Inc. 10% Secured Convertible Debenture No. 1
10.4 Technology Visions Group, Inc. 10% Secured Convertible Debenture No. 2
10.5 Technology Visions Group, Inc. Warrant No. 1
10.6 Technology Visions Group, Inc. Warrant No. 2
10.7 Security Agreement
10.8 Intellectual Property Security Agreement
