1 through 4..............
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 10, 1998
ENHANCED SERVICES COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado 0-24256 76-0462973
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3415 South Sepulveda Boulevard, Suite 500 Los Angeles, California 90034
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 397-3003
1
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in the Report on Form 8-K filed on September 28, 1998, 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, including but not limited to all of Zulu-tek's physical, tangible and intangible assets, and all of the issued and outstanding capital stock of Echomedia Technologies, Inc, and Mediabank, Inc. which in turn holds approximately 75% of the issued and outstanding shares1 of Zulu Media, Inc. (formerly Softbank Interactive Marketing, Inc.). The Reorganization was approved by the Board of Directors of Enhanced and by the Board of Directors and by written consent of a majority of the stockholders of Zulu-tek.
As described in the previous Report 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 the stockholders 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 on the basis of one share of the Company's Common Stock for every ten shares of Zulu-tek common stock held by the shareholders.
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 after approval by the Shareholders of the Company.
2
Reference is made to the Company's Report on Form 8-K filed on September 28, 1998 for further details of the transaction. This Report on Form 8-KA is filed to provide the financial information required by Item 7 of Form 8-K (see below).
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS.
Not applicable.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) The financial statements and pro forma financial
information required to give effect to the transactions described
in Item 2 above are annexed as Appendix 1.
(c) Exhibits
1. Audited Financial Statements of ZuluMedia, Inc. for the
fiscal year ended December 31, 1997.
Item 8. CHANGE IN FISCAL YEAR.
Not applicable.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
3
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.
Enhanced Services Company, Inc.
Registrant
Date: November 13, 1998 By: /s/ Robert C. Smith
Robert C. Smith, Treasurer
(Chief Financial Officer and
Authorized Signatory)
4
|
