UNITED STATES 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) February 11, 1999
SYSTEMS COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
FLORIDA 000-26668 65-0036344
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation or organization) file Number) Identification No.)
4707 140th Avenue North, Suite 107,CLEARWATER, FLORIDA 33762
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(Address of principal executive offices) (ZIP Code)
(727) 530-4800
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Registrant's telephone number, including area code
SYSTEMS COMMUNICATIONS, INC.
Item 1. Changes in Control of Registrant.
On February 11, 1999, Systems Communications, Inc. (the "Company" or
"Registrant") and Hitsgalore.com, Inc., a Nevada Company
("Hitsgalore"), entered into a Reorganization and Merger Agreement (the
"Reorganization and Merger Agreement"). In connection with the
Reorganization and Merger Agreement, the Company is to:
(i) effect, prior to the merger (the "Merger"), a reverse split of its
issued and outstanding common stock and the common stock underlying all
issued, outstanding and unexpired common stock purchase options,
warrants and other rights to purchase its common stock in an
approximate ratio of one share for each six to seven shares, options,
warrants and rights so that the aggregate of the issued and outstanding
shares and shares to be issued and outstanding upon exercise of such
options, warrants and other rights will be 8.0 million shares;
(ii) transfer all of the Company's business, property and assets,
tangible and intangible, to International Healthcare Solutions, Inc.
("IHSI"), a newly-formed wholly-owned subsidiary of the Company, in
exchange for 20.0 million shares of IHSI's common stock;
(iii) cause IHSI to assume all of the debts, liabilities and
obligations of the Company, advise all holders of the debts,
liabilities and obligations of the Company regarding such assumption,
and use the Company's best efforts to obtain releases from the holders
of such debts, liabilities and obligations and irrevocably indemnify
Hitsgalore against all of such debts, liabilities and obligations;
(iv) pay, at closing of the Merger, from the proceeds, if any, from the
exercise of common stock purchase options and warrants all or a portion
of the debts, liabilities and obligations of the Company to be assumed
by IHSI and for which releases are not obtained; and
(v) transfer into an escrow or trust for the benefit of the Company's
stockholders with a dividend record date of the business day next
preceding the closing date of the Merger (the "Closing") of all of the
20.0 million shares of IHSI common stock referred to in (ii) above (the
"Shares"), subject to as to delivery to such stockholders out of such
escrow or trust to the effectiveness of a registration statement to be
filed by IHSI under the Securities Act of 1933, as amended, covering
the dividend distribution of the Shares to the Company's stockholders.
Following the reorganization of the Company, as described in the
preceding paragraph, Hitsgalore, a privately owned company, is to be
merged into the Company in exchange for the conversion of all of the
issued and outstanding stock of Hitsgalore into 37.675 million shares
of the Company's common stock. The Reorganization and Merger Agreement
also provides for the issuance of up to an additional 4.0 million
shares of the Company's common stock to consultants and professionals
rendering services in connection with the proposed reorganization and
merger and for acquisition costs and fees. Following the Merger, the
name of the Company is to be changed to Hitsgalore (hereinafter
referred to as the Company or Hitsgalore) and assuming consummation of
the Reorganization and Merger Agreement, the Company will have
approximately 49.675 million shares of common stock issued and
outstanding.
Closing of the Merger is to take place as soon as practicable following
resolution of the pending involuntary bankruptcy proceeding against the
Company.
Assuming the Reorganization and Merger Agreement is consummated and all
issued, outstanding and unexpired common stock purchase options,
warrants and other rights to purchase the Company's common stock are
exercised, the existing stockholders of the Company would own 16.1% of
Hitsgalore after consummation of the Merger and, subject to an
effective registration statement under the Securities Act of 1933, as
amended, 100% of IHSI.
Following the Merger, the Board of Directors and Management of
Hitsgalore will become the directors and management of the Company. The
President, Secretary, Treasurer and sole director of Hitsgalore is
Steve Bradford. Mr. Bradford, for the past five years, has been a
consultant to the manufacturing, real estate and telecommunications
industries and Chief Operating Officer of a direct mail company.
Item 2. Acquisition or Disposition of Assets.
In connection with the Reorganization and Merger Agreement, the
Registrant is to acquire by merger all of the business and assets of
Hitsgalore and is to transfer all of its business, property and assets,
tangible and intangible, to IHSI, a newly-formed wholly-owned
subsidiary of the Registrant, in exchange for 20.0 million shares of
IHSI's common stock and cause IHSI (i) to assume all of the debts,
liabilities and obligations of the Registrant, (ii) advise all holders
of the debts, liabilities and obligations of the Registrant regarding
such assumption, and use the Company's best efforts to obtain releases
from the holders of such debts, liabilities and obligations and (iii)
irrevocably indemnify Hitsgalore against all of such debts, liabilities
and obligations.
Hitsgalore was organized in July 1998 and began beta operations in
August 1998. It is engaged in the business as an internet search engine
on the world wide web, has completed its beta testing and launched its
website in November 1998. Hitsgalore reported revenues of less than
$10,000 for the year ended December 31, 1998 and had revenues of
$73,100 in January 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Financial Statements for Hitsgalore will be filed by amendment hereto
within sixty days following the date hereof as permitted by Form 8-K.
(b) Pro Forma Financial Information
Pro Forma financial information for the Company and Hitsgalore will be
filed by amendment hereto within sixty days following the date hereof
as permitted by Form 8-K.
(c) Exhibits
2.1 Form of Reorganization and Merger Agreement, dated February 11,
1999 between Systems Communications, Inc. and Hitsgalore.com. Inc.
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 thereunto duly authorized.
SYSTEMS COMMUNICATIONS, INC. Date: February 16, 1999
By /s/ Edwin B. Salmon, Jr.
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Edwin B. Salmon, Jr
Chairman of the Board and Secretary
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