Partial Extract from Edgar Filing - 8-KA
"Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Amendment is filed to clarify the name of the entity which will result from the Reorganization described in the Company's Reports on Form 8-K filed on September 28, 1998 and November 16, 1998. As reported in those filings, pursuant to the terms of a Securities Acquisition and Reorganization Agreement ("Reorganization Agreement") dated as of September 9, 1998, in transactions implemented between September 10, 1998 and September 16, 1998, Enhanced Services Company, Inc. ("Enhanced" or the "Company") and Zulu-tek, Inc. ("Zulu-tek") have undertaken a series of transactions (the "Reorganization") in which Enhanced acquired all of the assets and liabilities of Zulu-tek.
As described in the previous Reports on Form 8-K, in exchange therefor, Enhanced (i) issued to Zulu-tek 520,000 shares of 1998(B) Preferred Stock , (ii) agreed to issue up to 10,209 shares of 1998(C) Preferred Stock to replace the Series C Preferred Stock held by Softbank Holdings, Inc., OzEmail Limited and certain other former shareholders of Zulu Media, Inc. (formerly Softbank Interactive Marketing, Inc.), and (iii) agreed to provide up to $374,800 for Zulu-tek to fund the repurchase of some or all of Zulu-tek's outstanding Series(A) Preferred Stock.
Also, as previously described, the 1998(B) Preferred Stock is convertible into 5.2 million shares of the Company's Common Stock, but only after such conversion is approved by the shareholders of the Company, at an Annual Meeting. If the transaction is approved, Zulu-tek will be liquidated and the 5.2 million shares of the Company's Common Stock will be distributed to the Zulu-tek shareholders.
At that Annual Meeting, the shareholders of Enhanced will also be asked to approve the transfer of the Company's state of incorporation to Delaware through a merger with ZuluGroup.com, Ltd., a Delaware corporation newly organized by the Company to implement the reincorporation. For reference, the Pro Forma Financial Information contained in this Report refers to "ZuluGroup.com" as the consolidated entity which will result from the combination of the Company and Zulu-tek.
Zulu-tek (OTC-ZULU), formerly OTC-NETZ and formerly known as Netmaster Group, Inc., has continued to trade as an independent entity and will continue to trade as an independent entity until it is liquidated (which liquidation is contingent upon approval of the conversion of the 1998(B) Preferred Stock) as part of the Reorganization.
2
Reference is made to the Company's Report on Form 8-K filed on September 28, 1998 for further details of the transaction, as amended by the Form 8-KA filed on November 16, 1998. This Report on Form 8-KA is filed to provide the financial information required by Item 7 of Form 8-K (see below).
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