FORM 8-K
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): May 22, 2000
------------
ZIASUN TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada
-----------------------------------------------------------
(State or other jurisdiction of Incorporation or organization
000-27349 84-1376402
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
462 Stevens Avenue, Suite 106, Solana Beach, California 92075
------------------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(858) 350-4060
---------------------------------------------------
(Registrant's telephone number, including area code)
N/A
----------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Agreement to Acquire Asia Prepress Technology, Inc.
---------------------------------------------------
On May 22, 2000, the Registrant entered into a Merger Agreement and Plan of
Reorganization with Asia Prepress Technology, Inc. ("Asia Prepress"), a Maryland
corporation, under which the Registrant would acquire Asia Prepress, for
consideration of $100,000 cash and 100,000 shares of restricted common stock of
the Registrant. In addition, pursuant to the terms of the agreement, the
Registrant would assume the working capital line of credit of Asia Prepress in
the amount of $250,000 of which there is presently a balance of principal and
accrued interest owing of $159,228.28 as of June 1, 2000..
Asia Prepress which is headquartered in Burnie Maryland, and has operations
in the Philippines, is an Internet-based provider of electronic book and
document conversion and data entry services. Asia Prepress provides a true 24/7
keyboarding operation for conversion of books and other hard-copy documents into
a searchable electronic format via the Internet.
The Registrant anticipates the closing to occur within 30 days. A copy of
the Merger Agreement and Plan of Reorganization is attached hereto and
incorporated by reference.
Agreement to Acquire Asia Internet Services.com, Inc.
----------------------------------------------------
On May 22, 2000, the Registrant also entered into a Merger Agreement and
Plan of Reorganization with Asia Internet Services.com, Inc. ("Asia Internet"),
a Maryland corporation, under which the Registrant would acquire Asia Internet,
for consideration of $200,000 cash and 150,000 shares of restricted common stock
of the Registrant.
Asia Internet which is headquartered in Burnie Maryland, and has operations
in the Philippines, is an Internet-based provider of background customer service
for its client's websites. Asia Internet Services provides a true 24/7 response
center for its background website customer service, wherein they become the
first point-of-contact response for any inquiries to a given customer's website.
The Registrant anticipates the closing to occur within 30 days. A copy of
the Merger Agreement and Plan of Reorganization is attached hereto and
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits.
--------
10.45 Merger Agreement and Plan of Reorganization dated May 22, 2000,
between ZiaSun Technologies, Inc. and Asia Prepress Technology, Inc.
10.46 Merger Agreement and Plan of Reorganization dated May 22, 2000,
between ZiaSun Technologies, Inc. and Asia Prepress Technology, Inc.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
ZiaSun Technologies, Inc.
(Registrant)
Dated: June 5, 2000 /S/ Allen D. Hardman
-----------------------------------
By: Allen D. Hardman
Its: President and CEO
3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.45 OTHERDOC
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MERGER AGREEMENT AND PLAN OF REORGANIZATION.
<TEXT>
<OTHERDOC-AVAILABLE Series=0002.txt Ver="">Document is copied.
MERGER AGREEMENT AND PLAN OF REORGANIZATION
-------------------------------------------
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated May
22, 2000, by and among Asia Prepress Technology, Inc., a Maryland corporation
("Prepress"), Calvin A. Cox and Patrick R. Cox (individually a "Shareholder" and
collectively the "Shareholders"), ZiaSun Technologies, Inc., a Nevada
corporation ("ZiaSun"), and Momentum Merger Corp., a Maryland corporation
("MergerSub").
PLAN OF REORGANIZATION
----------------------
The reorganization (the "Reorganization") will comprise, in general, the
merger of MergerSub with and into Prepress and the issuance to the Shareholders
by ZiaSun of one hundred thousand (100,000) restricted shares of the authorized
but unissued voting common stock (the "Common Stock") of ZiaSun (the "Shares"),
and $100,000 cash (collectively the "Acquisition Consideration") in exchange for
the cancellation of the shares of Prepress, all upon and subject to the terms
and conditions of the agreement hereinafter set forth. The parties intend that
the Reorganization qualifies as a tax-free reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The
parties further intend for the Reorganization to qualify for accounting
treatment as a purchase.
AGREEMENT
---------
In order to consummate the Reorganization, and in consideration of the
representations and undertakings herein set forth, the parties agree as follows:
1. The Merger. At the Effective Time (as defined in Section 1.1) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the Maryland Code Annotated (the "MDC"), MergerSub
shall be merged with and into Prepress, the separate existence of MergerSub
shall cease and Prepress shall continue as the surviving corporation and as a
wholly-owned subsidiary of ZiaSun (the "Merger"). Prepress as the surviving
corporation after the Merger is sometimes referred to as the "Surviving
Corporation." The Merger shall be accomplished as follows:
1.1 Effective Time. The closing of the Merger (the "Closing") will
take place as promptly as practicable, but in no event later than fourteen
(14) days from the date hereof, at the offices of Wenthur & Chachas, 4180
La Jolla Village Drive, Suite 500, La Jolla, California 92037, or via
federal express. At the Closing, the parties shall cause the Merger to be
consummated by filing a Certificate of Merger with the Maryland Secretary
of State (the "Certificate of Merger") in accordance with the relevant
provisions of the MDC. The date and time the Merger becomes effective in
accordance with the provisions of the MDC is the "Effective Time."
1.2 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of the MDC.
Without limiting the generality of the foregoing, and subject thereto, at
the Effective Time, all the property, rights, privileges, powers and
franchises of Prepress and MergerSub shall vest in the Surviving
Corporation, and all debts, liabilities and duties of Prepress and
MergerSub shall become the debts, liabilities and duties of the Surviving
Corporation.
1
<PAGE>
1.3 Articles of Incorporation: Bylaws. Unless otherwise determined by
ZiaSun prior to the Effective Time, at the Effective Time, the Articles of
Incorporation and Bylaws of Prepress shall be the Articles of Incorporation
and Bylaws of the Surviving Corporation.
1.4 Directors and Officers. The Directors of MergerSub immediately
prior to the Effective Time shall be the initial Directors of the Surviving
Corporation, each to hold office in accordance with the Articles of
Incorporation and Bylaws of the Surviving Corporation. The officers of
MergerSub immediately prior to the Effective Time shall be the initial
officers of the Surviving Corporation, each to hold office in accordance
with the Bylaws of the Surviving Corporation.
1.5 Shares to be Issued. The maximum number of shares of ZiaSun Common
Stock to be issued in exchange for the cancellation of all outstanding
Prepress capital stock shall be one hundred thousand (100,000) restricted
shares. At the Closing Prepress shall have one hundred (100) shares issued
and outstanding and each share of Common Stock of Prepress (the "Prepress
Common Stock") issued and outstanding immediately prior to the Effective
Time will be canceled and extinguished and be converted automatically into
the right to receive 1,000 restricted shares of ZiaSun Common Stock upon
surrender of the certificate representing such shares of Prepress Common
Stock in the manner provided in Section 1.7. From the date hereof until the
Effective Time, Prepress agrees not to issue any additional shares of its
capital Stock (including any options, warrants, conversion privileges or
other rights, commitments or agreements of any nature to purchase any such
shares of Prepress capital Stock). All of the shares of MergerSub owned by
ZiaSun immediately prior to the Effective Time shall be converted into and
exchanged for one validly issued, fully paid and non-assessable share of
Common Stock of the Surviving Corporation. Each stock certificate of
MergerSub evidencing ownership of any shares shall continue to evidence
ownership of shares of capital stock of the Surviving Corporation. No
fraction of a share of ZiaSun Common Stock will be issued, but in lieu
thereof, each holder of shares of Prepress Common Stock who would otherwise
be entitled to a fraction of a share of ZiaSun Common Stock (after
aggregating all fractional shares of ZiaSun Common Stock to be received by
such holder) shall be entitled to receive from ZiaSun in cash, the amount
(rounded to the nearest whole cent) equal to the product of (i) such
fraction, multiplied by (ii) the average closing price of a share of ZiaSun
Common Stock for the five (5) consecutive trading days ending on the
trading day immediately prior to the Closing, as reported on the NASD Over
the Counter Bulletin Board.
1.6 Dissenting Shares. Prior to the execution and delivery of this
Agreement by the parties, all of the holders of Prepress Common Stock shall
have irrevocably consented to and approved the Merger and no holders of any
shares of Prepress Common Stock shall be entitled to appraisal or
dissenters' rights.
2
<PAGE>
1.7 Surrender of Certificates. Prior to the Effective Time, ZiaSun
shall designate its legal counsel, Wenthur & Chachas, to act as the
exchange agent (the "Exchange Agent") in the Merger. Promptly after the
Effective Time, ZiaSun shall make available to the Exchange Agent for
exchange in accordance with this Section 1.7, the aggregate number of
shares of ZiaSun Common Stock issuable pursuant to Section 1.5 in exchange
for all issued and outstanding shares of Prepress Common Stock. Promptly
after the Effective Time, the Surviving Corporation shall cause to be
mailed to each holder of record of a certificate or certificates (the
"Certificates") which immediately prior to the Effective Time represented
outstanding shares of Prepress Common Stock whose shares were converted to
the right to receive shares of ZiaSun Common Stock pursuant to Section 1.5,
(i) a letter of transmittal (which shall specify that delivery shall be
effected, and the risk of loss and title to the Certificates shall pass,
only upon delivery of the Certificates to the Exchange Agent and shall be
in such form and shall have such other provisions as ZiaSun may reasonably
specify) and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for certificates representing shares of ZiaSun
Common Stock. Upon surrender of a Certificate for cancellation to the
Exchange Agent together with such letter of transmittal duly completed and
validly executed in accordance with the instructions thereto, the holder of
the Certificate shall be entitled to receive in exchange therefore a
certificate representing the number of whole shares of ZiaSun Common Stock
plus cash in lieu of fractional shares in accordance with Section 1.5, to
which such holder is entitled pursuant to Section 1.5, and the Certificate
so surrendered shall forthwith be canceled. Until so surrendered, each
outstanding Certificate that, prior to the Effective Time, represented
shares of Prepress Common Stock will be deemed from and after the Effective
Time, for all corporate purposes, to evidence the ownership of the number
of full shares of ZiaSun Common Stock into which such shares of Prepress
Common Stock shall and have been so converted and the right to receive an
amount in cash in lieu of the issuance of any fractional shares in
accordance with Section 1.5.
1.8 Tax and Accounting Consequences. It is intended by the parties
hereto that the Merger shall constitute a reorganization within the meaning
of Section 368 of the Code and qualify for accounting treatment as a
"purchase."
1.9 Further Action. If, at any time after the Effective Date, any such
further action is necessary or desirable to carry out the purposes of this
Agreement and to vest the Surviving Corporation with full right, title and
possession to all assets, properties, rights, privileges, powers and
franchises of Prepress and MergerSub, the officers and Directors of
Prepress and MergerSub are fully authorized in the name of their respective
corporations or otherwise to take, and will take, all such lawful and
necessary action.
2. Representations and Warranties of Prepress and Shareholders. Prepress
and each of the Shareholders, jointly and severally, represent and warrant to
ZiaSun that, to the best of their knowledge, all of the statements made below in
this Section 2 are true and correct in all material respects. These
representations and warranties are subject to the exceptions set forth on
attached Exhibit 2 (the "Schedule of Exceptions"), specifically identifying the
relevant Section hereof, which exceptions shall be deemed to be representations
and warranties as if made hereunder. The phrase "to the best knowledge of
Prepress" shall, when included in a representation or warranty made by a
Shareholder, means to the best knowledge of such Shareholder.
3
<PAGE>
2.1 Organization and Standing. Prepress is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Maryland and has full power and authority to carry on its business
as now conducted and as proposed to be conducted. Prepress is not required
to be qualified as a foreign corporation in any jurisdiction; provided,
however, that Prepress need not be qualified in any jurisdiction in which a
failure to qualify would not have a material and adverse effect on its
operations or financial condition.
2.2 Capitalization. The authorized capital stock of Prepress consists
of one thousand (1,000) share of Common Stock, of which one hundred (100)
shares are presently, and at the Effective Time will be issued and
outstanding. All of Prepress's issued and outstanding shares are owned
beneficially and of record by the Shareholders in the amounts set forth on
attached Exhibit 2.2. All outstanding shares of Prepress Common Stock are
duly authorized, validly issued, fully paid and non-assessable and are not
subject to preemptive rights created by statute, the Articles of
Incorporation or Bylaws of Prepress or any agreement to which Prepress or
either Shareholder is a party or by which it is bound. There are no
options, warrants, calls, rights, conversion privileges, commitments or
agreements of any character, written or oral, to which Prepress is party,
or by which it is bound, obligating Prepress to issue, deliver, sell,
repurchase or redeem any shares of the capital stock of Prepress.
2.3 Subsidiaries. Prepress has no subsidiaries or affiliated companies
and does not otherwise own or control, directly or indirectly, any equity
interest in any corporation, association, joint venture, partnership or
other business entity.
2.4 Corporate Authority and Authorization. Prepress has all requisite
corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. All corporate action on
the part of Prepress, its officers, directors and Shareholders necessary
for the authorization, execution, delivery and performance of this
Agreement by Prepress and the performance of all of Prepress's obligations
hereunder has been taken. As set forth in Section 1.6 above, all of the
holders of Prepress Capital Stock have consented to and approved the Merger
and no holders of any shares of Prepress Capital Stock are entitled to
appraisal or dissenters' rights. This Agreement constitutes a valid and
binding obligation of Prepress and the Shareholders, enforceable against
Prepress and the Shareholders in accordance with its terms, except as the
indemnification provisions of Section 5.0 hereof may be limited by
principles of public policy and subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of
law governing specific performance, injunctive relief or other equitable
remedies.
2.5 Governmental Consent. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the
part of Prepress is required in connection with the valid execution and
delivery of this Agreement, or the consummation of any transaction
contemplated hereby.
4
<PAGE>
2.6 Intellectual Property.
----------------------
2.6.1 To the best knowledge of Prepress and Shareholders,
Prepress possesses and has good, valid and marketable title, free and
clear of all security interests, liens, claims, charges, encumbrances
or any other defects in title of any nature whatsoever to, or has the
valid, enforceable right to use (pursuant to written agreements, true
and correct copies of which are listed on Exhibit 2.6.1 and have been
submitted to ZiaSun), all trademarks, trademark rights, trade names,
trade name rights, licenses, franchises, service marks, patents,
patent applications, copyrights, inventions, discoveries,
improvements, processes, trade secrets, confidential or proprietary
information, formulae, proprietary rights or data, shop rights,
algorithms, technical data, ideas or know-how (collectively the
"Intellectual Property") necessary to conduct its business as now
being conducted, without conflict with or infringement upon any valid
rights of others and the lack of which could adversely affect the
operations or condition, financial or otherwise, of Prepress. To the
best knowledge of Prepress and Shareholders, Prepress (i) owns or has
the right to use (and to make, use, sell, license and lease products
incorporating or manufactured using), free and clear of all liens,
claims and restrictions, all Intellectual Property used in the conduct
of its business as now conducted or as proposed to be conducted
without infringing upon or otherwise acting adversely to the right or
claimed right of any person under or with respect to any of the
foregoing, and (ii) is not obligated or under any liability whatsoever
to make any payments by way of royalties, fees or otherwise to any
owner of, licensor of or other claimant to any patent, trademark,
service mark, trade name, copyright, license or other right with
respect to the use thereof in connection with the conduct of its
business or otherwise. Prepress owns and has unrestricted rights to
use all Intellectual Property required for or incident to the
development, manufacture, operation and sale of all products and
services sold or proposed to be sold by Prepress, free and clear of
any rights, liens or claims of others, including, without limitation,
former employers or all employees of Prepress, of which it has
knowledge. All of the foregoing rights to Intellectual Property will
be owned and enjoyed by the Surviving Corporation following the Merger
without the consent or approval of any third party and, following such
Merger, the Surviving Corporation will possess and enjoy all of such
rights to Intellectual Property as Prepress did immediately prior to
such Merger.
2.6.2 Set forth in Exhibit 2.6.2 is a complete listing of all
software related in any fashion or manner whatsoever to the business
of Prepress as now conducted (the "Software"). All copies of the
Software were, as of the Closing, in Prepress's possession and
control, except for certain object code copies which then were in the
possession of customers of Prepress. All such customers have entered
into license agreements with Prepress that, to the best knowledge of
Prepress, effectively protect Prepress's rights in and to all such
Software. For purposes of this Section, the term "Software" includes
any set of instructions (including, without limitation, arithmetic,
logical, data transfer, data manipulation and input/output) meant to
run on, or to control the operation of, any computer, whether those
instructions are a complete program, a collection of programs making
up a subsystem or system or are merely subroutines or macro routines
meant to operate in conjunction with other software, and whether such
instructions must be run through another computer program (commonly
referenced as a "compiler") before being usable on a computer, whether
such instructions must be used at execution time in conjunction with
another computer program (commonly referenced as an "interpreter") or
whether such instructions are in a form that can be run on a computer
"as is" without additional programs.
5
<PAGE>
2.6.3 To the best knowledge of Prepress and Shareholders, the Software
will not, due to a date change: (i) have any operational impediments, (ii)
malfunction, (iii) cease to perform, (iv) generate incorrect or ambiguous
data or results with respect to same-century and multi-century, Leap Year
and other calendar formulas, functions and data or (v) produce incorrect or
ambiguous results with respect to same-century and multi-century, Leap Year
and other calendar formulas, functions, date values and date data
interfaces. The Software is free from all computer "viruses" and other
illicit code. The Software performs in all material respects in accordance
with its functional specifications.
2.7 Manufacturing Rights. Prepress has not granted rights to
manufacture or assemble its products to any other person or entity.
2.8 Officers, Directors and Employees.
2.8.1 With the exception of the duties that Calvin A. Cox may
have to Maryland Composition Company, a Maryland corporation and its
parent corporation, Consolidated Graphics, Inc., a Texas corporation,
to the best knowledge of Prepress and the Shareholders, no present or
former officer, director or employee of Prepress is a party to, or is
otherwise bound by any agreement or arrangement (including any
agreement of non-competition) that in any way adversely affects his or
her performance of his or her duties as an officer, director or
employee of Prepress or Prepress's ability to conduct its business.
Prepress has established appropriate policies and procedures to ensure
no officer, director or other employee of Prepress misuses
confidential information or trade secrets of others in the course of
their employment or other relationship with Prepress. Prepress is not
a party to any labor agreements, employment contracts, consulting
agreements or any other instruments which limit the rights of Prepress
to terminate the employment or other relationship with a particular
individual at will. To the best of knowledge of Prepress and
Shareholders, Prepress is not aware that any officer, director or key
employee, or that any group of officers, directors or key employees,
would not continue their employment with ZiaSun on the same terms as
previously employed by Prepress.
2.8.2 Except as mandated by the laws of the United States or the
Philippines, Prepress: (i) is not bound by or subject to any
collective bargaining agreement with respect to any of its employees
nor has any labor union requested or, to the best knowledge of
Prepress, sought to represent any of the employees, representatives or
agents of Prepress, (ii) does not have any current labor problems or
disputes, pending or threatened, (iii) does not have in effect any
"employee pension benefit plans" (as defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974) or employee benefit
or similar plans qualified under Section 401 of the Internal Revenue
Code of 1986, as amended, except that Mark McMullen, Patrick Cox and
Amelia V. Cox have established simple IRA's which Prepress has
contributed to, and (iv) does not maintain, has not in the past
maintained and is not and has not been a contributor to any
multi-employer plan or single employer plan, as defined in Section
4001 of the Employee Retirement Income Security Act of 1974, as
amended, for the employees of Prepress or any trade or business
(whether or not incorporated) which, together with Prepress, would be
deemed to be a "single employer" within the meaning of such Section
4001. Prepress has complied in all material respects with all laws
relating to the employment of labor, including provisions relating to
wages, hours, equal opportunity, collective bargaining and payment of
Social Security and other taxes.
6
<PAGE>
2.9 Certain Transactions. Prepress is not indebted, directly or
indirectly, to any of its officers, directors or Shareholders, or to their
respective affiliates, spouses or children, in any amount whatsoever,
except for salaries and fees accrued in the ordinary course of business. To
the best knowledge of Prepress and the Shareholders, none of said officers,
directors or Shareholders, or any of their affiliates or members of their
immediate families, are indebted to Prepress or have any direct or indirect
ownership interest in any firm or corporation with which Prepress is
affiliated or with which Prepress has a business relationship, or any firm
or corporation which competes with Prepress (except with respect to any
interest in less than five percent (5%) of the stock of any corporation
whose stock is publicly traded). With the exception of the relationship
between Maryland Composition Company, Inc. and Prepress, no officer,
director or Shareholder, or any affiliate or member of their immediate
families, is, directly or indirectly, interested in any material contract
with Prepress.
2.10 Compliance with Other Instruments, None Burdensome, Etc. , To the
best knowledge of Prepress and Shareholders, Prepress is not in violation
of any term of its Articles of Incorporation or Bylaws, as amended and in
effect on and as of the Closing. Prepress is not in violation in any
respect of any term or provision of any mortgage, indebtedness, indenture,
contract, agreement, instrument, judgment or decree, order, statute, rule
or regulation applicable to it where such violation would adversely affect
Prepress, its operations or financial condition. The execution, delivery
and performance of and |
