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 6, 1999
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ADRENALIN INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27828 13-3779546
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5301 Beethoven Street, Los Angeles, California 90066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 821-7880
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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1. Effective December 3, 1999, Registrant completed the reverse
triangle merger among Registrant, Registrant's wholly owned subsidiary,
Adrenalin Acquisition Corporation and McGlen Micro Inc., in a transaction in
which Adrenalin Acquisition Corporation was merged into McGlen Micro Inc. and
the shareholders of McGlen Micro
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Inc., received shares of Registrant's common stock, substantially as described
in Registrants 1999 Proxy Statement.
Item 7. Financial Statement and Exhibits.
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(c) Exhibits.
(4.1) Agreement of Merger, dated December 2, 1999, among
Adrenalin Interactive, Inc., Adrenalin Acquisition
Corporation and McGlen Micro Inc.
(99) Press Release dated December 3, 1999 issued
by the Registrant regarding completion of
McGlen merger.
(99) Press Release dated December 6, 1999 by
Registrant regarding introduction of
Techsumer website.
SIGNATURES
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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, thereunto duly authorized.
ADRENALIN INTERACTIVE, INC.
December 6, 1999 By: /s/Mike Chen
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Mike Chen, Chief Executive Officer
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (this "Merger Agreement") is entered into as
of December 2, 1999, by and among Adrenalin Interactive, Inc., a Delaware
corporation ("Adrenalin"), Adrenalin Acquisition Corporation, a California
corporation (the "Merger Sub"), and McGlen Micro Inc., a California corporation
("McGlen").
1. McGlen is a California corporation organized on May 6, 1996, and has
25,770,000 shares of common stock outstanding (the "McGlen Common Stock").
2. The Merger Sub is a California corporation organized on April 28,
1999 and has 1,000 shares of common stock outstanding.
3. The Merger Sub is a wholly-owned subsidiary of Adrenalin.
4. The Merger Sub shall be merged with and into McGlen (the "Merger")
and McGlen shall be the surviving corporation (the "Surviving Corporation").
5. The Merger shall become effective at the time of the filing of this
Merger Agreement with the California Secretary of State (the "Effective Time").
6. The Merger shall have the effect set forth in Section 1107 of the
California General Corporation Law (the "California Law"). Without limiting the
generality of the foregoing, at the Effective Time, the separate existence of
the Merger Sub shall cease and the Surviving Corporation shall succeed, without
other transfer, to all rights and property of the Merger Sub and shall be
subject to all debts and liabilities of the Merger Sub in the same manner as if
the Surviving Corporation had itself incurred them. All rights of creditors and
all liens upon the property of the Merger Sub and the Surviving Corporation
shall thereafter be preserved unimpaired, provided that such liens upon property
of the Merger Sub shall be limited to the property affected thereby immediately
prior to the time the Merger is effective.
7. The Articles of Incorporation of McGlen are not amended by the
Merger.
8. Each share of the Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted at the Effective Time into and
become one share of common stock of the Surviving Corporation.
9. Subject to Section 13, each share of McGlen Common Stock issued and
outstanding immediately prior to the Effective Time shall be converted at the
Effective Time into 0.9889611 shares of Adrenalin Common Stock, $.03 par value
(the "Adrenalin Stock"), and each option, warrant or right to purchase a share
of McGlen Common Stock ("Option") shall be converted at the Effective Time into
the right to purchase 0.9889611 shares of Adrenalin stock.
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10. Promptly after the Effective Time, each McGlen shareholder who had
surrendered a certificate for McGlen Common Stock (a "McGlen Certificate") to
the Surviving Corporation, together with such documents as Adrenalin shall
reasonably request, shall be entitled to receive in exchange therefor a
certificate representing that number of shares (rounded down to the nearest
whole number) of Adrenalin Stock which such shareholder has the right to receive
pursuant to Section 9. Each McGlen shareholder who has surrendered an Option to
the Surviving Corporation together with such documents as Adrenalin shall
reasonably request, shall be entitled to receive and exchange therefore, a
certificate representing a like Option to purchase that number of shares
(rounded down to the nearest whole number) of Adrenalin Stock, which such
shareholder has the right to receive pursuant to Section 9. Each McGlen
Certificate or Option so surrendered shall forthwith be canceled. Until
surrendered as contemplated by this Section 10, each McGlen Certificate or
Option shall be deemed at any time after the Effective Time to represent only
the right to receive upon such surrender (i) the certificates representing
shares of Adrenalin Stock as contemplated by this Section 10, (ii) a cash
payment in lieu of any fractional shares of Merger Sub Stock as contemplated by
Section 13 and (iii) any dividends or distributions with a record date after the
Effective Time theretofore paid or payable with respect to Adrenalin Stock as
contemplated by Section 11.
11. Dividends and other distributions declared or made after the
Effective Time with respect to Adrenalin Stock with a record date after the
Effective Time shall be paid to the holder of any unsurrendered McGlen
Certificate with respect to the Adrenalin Stock represented thereby.
12. All shares of Adrenalin Stock issued upon the surrender for
exchange of shares of McGlen Common Stock in accordance with the terms hereof
(including any cash paid pursuant to Section 11 or 13) shall be deemed to have
been issued in full satisfaction of all rights pertaining to such shares of
McGlen Common Stock, and, at and after the Effective Time, there shall be no
further registration of transfers on the stock transfer books of McGlen of the
shares of McGlen Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, McGlen Certificates are presented
to McGlen for any reason, they shall be canceled and exchanged as herein
provided.
13. No certificates or script representing fractional shares of the
Merger Sub Stock shall be issued upon the surrender for exchange of McGlen
Certificates pursuant to Section 10 and no dividend, stock split or other change
in the capital structure of the Merger Sub shall relate to any fractional
security, and such fractional interests shall not entitle the owner thereof to
vote or to any rights as a security holder of Merger Sub. Each McGlen
shareholder shall be entitled to an amount of cash equal to $4.00 multiplied by
the fractional share interest of the Surviving Corporation stock to which such
shareholder is entitled.
14. None of the McGlen shareholders has exercised appraisal rights
with respect to the McGlen Common Stock in accordance with Sections 1300, et
seq. of the California Law.
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15. The Merger Sub, Adrenalin, McGlen and the holders of McGlen Common
Stock are parties to an Agreement and Plan of Merger dated April 28, 1999, as
amended (the "Plan of Merger"). This Merger Agreement and the Plan of Merger are
intended to be construed together in order to effectuate their purposes.
16. This Merger Agreement and the Plan of Merger are intended as a
plan of reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended.
IN WITNESS WHEREOF, the parties have caused this Merger Agreement to be
executed on their behalf by the undersigned, thereunto duly authorized.
"MERGER SUB" ADRENALIN ACQUISITION
CORPORATION
By: /s/Jay Smith
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Jay Smith III, President
By: /s/Jay Smith
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Jay Smith III, Secretary
"ADRN" ADRENALIN INTERACTIVE, INC.
By: /s/Jay Smith
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Jay Smith III, President
By: /s/Michael Cartabiano
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Michael Cartabiano, Secretary
"MCGLEN" MCGLEN MICRO INC.
By: /s/Mike Chen
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Mike Chen, President
By: /s/George Lee
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George Lee, CEO
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"PRINCIPAL SHAREHOLDERS" /s/George Lee
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GEORGE LEE, an individual
/s/Mike Chen
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MIKE CHEN, an individual
ACST COMPUTER INC.
By: /s/Alex Chen
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Alex Chen, President and Secretary
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Mcglen Micro and Adrenalin Interactive Announce Consummation of Merger and
Formation of New Entity -- Mcglen Internet Group
LOS ANGELES--(BUSINESS WIRE)--Dec. 3, 1999--
Company to Continue Trading as ADRN as Company
Awaits Approval of NASDAQ Symbol Change to MIGS
Mcglen Micro, a leading Southern California e-Commerce company, and Adrenalin
Interactive, Inc. (NASDAQ: ADRN) announced today the proposed merger between the
two companies has been consummated and a new company, the Mcglen Internet Group
(MIG)(www.mcglen.net), has been formed as a result.
"We are excited about the opportunities that the now consummated merger brings
to Mcglen Micro as we continue to focus on the creation of a leading internet
operating company called MIG," said George Lee, MIG's Chief Executive Officer.
"With the tremendous opportunity to provide global access to products and
services for business' and consumers leveraging the Internet before us, we are
poised to move into the future with a solid foundation and focus," Lee added.
MIG's vision is to continue to build unique storefront exchanges that provide
specific and personalized access, based on an individual's needs, allowing the
company to serve as a personal intermediary between buyers and sellers. MIG will
leverage its proprietary network infrastructure and transactional engine to
provide an operational foundation for the management of current storefront
exchanges, as well as for the creation of any new storefront exchanges.
Mcglen Micro, founded in 1996, has been an early and profitable pioneer in the
field of business to consumer (B2C) e-commerce based retailing of computing
hardware and peripheral products to consumers, individual business professionals
and small office home office (SOHO) markets through its Mcglen.com
(www.mcglen.com) internet storefront exchange. With the acquisition of Access
Micro, Inc. (www.accessmicro.com) a separately focused storefront exchange
serving the needs of the business to business (B2B) marketplace, such as
corporate markets, high-end technology consumers and early adopters of
technology, Mcglen Micro, Inc. has provided a balance to its portfolio of over
150,000 products and services to meet the varied needs of the 200,000+ business
and consumer-oriented customers it currently serves.
"The market has validated the MIG model and our company is well positioned to be
a leader in the online e-commerce of technology products including, computing,
communications and entertainment products while also providing an opportunity to
move into other category leaders in a variety of new and expanding markets,"
said Robert Brown, MIG's Executive Vice President and Chief Marketing Officer.
He added that, "with the additional financial resources available to the company
and access to public markets, MIG will be able to accelerate its growth and
carve out a significant share of the exploding demand for business to consumer
storefront exchanges."
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For additional information regarding the merger, please refer to the Form 8-K
filed with the Securities and Exchange Commission.
The Mcglen Internet Group (MIG)(NASDAQ:ADRN) is a leading e-commerce based
internet operating company (IOC) focused on creating branded, internet
storefront exchanges, providing unlimited global access to technology oriented
products and services for business to business (B2B) and business to consumer
(B2C) marketplaces. MIG has developed a unique distributed network enterprise
and distribution system mated to an array of unique storefront exchanges that
are popular with business and consumer oriented customers. The corporate offices
are located in Tustin, CA.
The statements set forth above with respect to the acquisition, the benefits
thereof and the potential growth of the combined company are forward looking
statements within the meaning of that term in the Private Securities Litigation
Reform Act of 1995. As such, they are inherently uncertain and should not be
unduly relied upon. As to potential future growth, uncertainties include the
ability to successfully integrate the companies' businesses, technologies and
management, the availability of sufficient capital to expand the businesses,
customer acceptance on new products, competition and other uncertainties
associated with integrating businesses after acquisitions and growth.
CONTACT:
Mcglen Internet Group
Robert Brown, Exec. VP
949/797-9007
949/851-0251 (fax)
or
Wolfe Axelrod Associates
Stephen D. Axelrod, CFA
Bella Wagner (Media)
212/370-4500
212/370-4505 (fax)
KEYWORD: CALIFORNIA
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Adrenalin Interactive, Now Known as Mcglen Internet Group, Announces the
Formation of New Storefront Exchange - Techsumer.com
LOS ANGELES--(BUSINESS WIRE)--Dec. 6, 1999--
Online storefront exchange to provide consumers with a unique shopping
experience for computing, communication and entertainment products
Mcglen Internet Group (NASDAQ:ADRN), a leading Southern California e-Commerce
based, internet operating company announced today the introduction of a new
storefront exchange for consumers to obtain over 150,000 types of name brand
computing, communications and entertainment products utilizing a unique and
personal, web-based shopping experience.
"The addition of our new storefront exchange under the Techsumer.com brand
(www.techsumer.com) contributes to our focus of providing unique and personal
shopping sites targeting the needs of different types of business' and
consumers", said George Lee, Mcglen Internet Group's (MIG) Chief Executive
Officer.
MIG's vision is to build unique storefront exchanges that provide personalized
access to products and services, based on an individual's needs, allowing the
company to serve as a personal intermediary between buyers and sellers. MIG will
continue to leverage its proprietary network infrastructure and transactional
engine to provide an operational foundation for the management of current
storefront exchanges, as well as for the creation of any new storefront
exchanges.
"The focus of our Techsumer.com storefront exchange is to provide a simple,
intuitive median for technology conscious consumers to search, identify, review,
compare and purchase from many different products in the areas of computing,
communications and entertainment", said Robert Brown, MIG's Executive VP.
"Techsumer.com represents a significant breakthrough in online retailing and
merchandising of products. Through the utilization of off the shelf technology
paired with MIG's e-commerce infrastructure, distributed network with optimum
use of content, the site provides for multiple shopping, search and browsing
methods that quickly identify a product based on a user's needs, values and
motivations. The site will dynamically respond to a user's behavior over time.
The result is an experience that the customer views as personal and objective,
as they are not being forced to perform any shopping activity that does not
appeal to their specific needs or desires. The benefit is greater customer
satisfaction through a greater experience", Mr. Brown added.
"McGlen Internet Group has exhibited dramatic growth over the past several
years," noted Mr. Lee, "and is on track to report revenue growth in the current
year of over 100% compared to the $16.3 million recorded in 1998. MIG's business
model is market tested and proven. We believe that the infrastructure and
business opportunities are in place to continue this performance in the future."
<PAGE>
MIG has been an early pioneer in the field of business to consumer (B2C) and
business to business (B2B) e-commerce based retailing, with a focus on
technology based products through its separate and unique storefronts exchanges
including Mcglen.com (www.mcglen.com), Access Micro, Inc. (www.accessmicro.com)
and now through Techsumer.com. Each MIG subsidiary provides balance to MIG's
operating portfolio, while supporting a strong revenue and profit base. Further,
each storefront exchange extends the reach and penetration of over 150,000
unique products and services to meet the varied needs of the 200,000+ business
and consumer-oriented customers it currently serves.
The Mcglen Internet Group (NASDAQ:ADRN) is a leading e-commerce based internet
operating company (IOC) focused on creating branded, internet storefront
exchanges, providing unlimited global access to technology oriented products and
services for business to business (B2B) and business to consumer (B2C)
marketplaces. MIG has a developed a unique distributed network enterprise and
distribution system mated to an array of unique storefront exchanges that are
popular with business and consumer oriented customers. The corporate offices are
located in Tustin, CA.
The statements set forth above with respect to the acquisition, the benefits
thereof and the potential growth of the combined company are forward looking
statements within the meaning of that term in the Private Securities Litigation
Reform Act of 1995. As such, they are inherently uncertain and should not be
unduly relied upon. As to potential future growth, uncertainties include the
ability to successfully integrate the companies' businesses, technologies and
management, the availability of sufficient capital to expand the businesses,
customer acceptance on new products, competition and other uncertainties
associated with integrating businesses after acquisitions and growth.
CONTACT:
McGlen Internet Group
Robert Brown, Exec. VP
949/797-9007, 949/851-0251 fax
or
Wolfe Axelrod Associates
Stephen D. Axelrod, CFA
Bella Wagner (Media)
212/370-4500, 212/370-4505 fax
KEYWORD: CALIFORNIA
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