U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2002
WPB FINANCIERS, LTD.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-49935
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(Commission File Number)
06-1638637
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(I.R.S. Employer Identification No.)
2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-893-3662
715 Palm Street, West Palm Beach, Florida 33401
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(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On December 20, 2002, as a direct result of the transaction referred to
in Item 2 hereof, Michael Tay became the "control person" of the Registrant as
that term is defined in the Securities Act of 1933, as amended. Additionally,
Darian S. Tenace will resign his respective positions as an officer and
director of the Registrant. Mr. Tay was appointed in his place and stead. Mr.
Tay was also appointed Chief Executive Officer, President, Secretary and
Treasurer of the Registrant. Each of such appointments is subject to
compliance with the notice requirements of Rule 14f-1 under the Securities
Exchange Act of 1934 ("Rule 14f-1").
The following table sets forth, as of December 20, 2002, certain
information with respect to the Registrant's equity securities owned of record
or beneficially by (i) each officer and director of the Registrant; (ii) each
person who owns beneficially more than 5% of each class of the Registrant's
outstanding equity securities; and (iii) all directors and executive officers
as a group.
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner (1) Ownership Class (2)
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Common Stock Michael Tay 7,000,000 85%
2000 Hamilton St., #520
Philadelphia, PA 19130-3883
Common Stock Darian S. Tenace 1,240,000 15%
715 Palm Street
West Palm Beach, FL 33401
Common Stock All Officers and Directors
as a Group (1 person) 7,000,000 85%
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Based upon 8,240,000 shares issued and outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Registrant entered into a Stock Subscription Agreement with
Brightpoint Capital Partners, LLC ("Brightpoint"), dated December 20, 2002, in
which Brightpoint received 7,000,000 shares of common stock of the Registrant
in exchange for the cash consideration of $700. Immediately afterwards,
Brightpoint transferred the shares to its sole shareholder, Michael Tay.
The above-mentioned transaction represents an acquisition of cash of
greater than ten percent (10%) of the total assets of the Registrant.
A copy of the Stock Subscription Agreement is attached as Exhibit 1.1.
The foregoing description is modified by such reference.
ITEM 5. OTHER EVENTS
With effect on December 27, 2002, the Registrant's new address is 2000
Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883. The Registrant's
telephone number is (215) 893-3662.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On December 20, 2002, Darian S. Tenace resigned as a director of the
Registrant. The resignation of Mr. Tenace occurred pursuant to the transaction
described in Item 1, and not as a result of any disagreement with management of
the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
1.1 Stock Subscription Agreement by and between WPB Financiers, Ltd. and
Brightpoint Capital Partners, LLC, dated as of December 20, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
WPB FINANCIERS, LTD.
(Registrant)
By: /s/ Michael Tay Date: December 27, 2002
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Name: Michael Tay
Title: President
Exhibit 1.1
WPB FINANCIERS, LTD.
STOCK SUBSCRIPTION AGREEMENT
THIS STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is made as of the 20th day
of December 2002, by and between WPB Financiers, Ltd., a Delaware corporation
(the "Company"), and Brightpoint Capital Partners, LLC, a Pennsylvania
limited liability company ("Purchaser").
WITNESSETH:
WHEREAS, the Company and Purchaser have agreed to a private placement (the
"Private Placement") of 7,000,000 shares of the Common Stock of the Company
(the "Shares") at a price of $0.0001 per share in reliance on Section 4(2) of
the Securities Act of 1933.
Now, THEREFORE, IT IS AGREED between the parties as follows:
1. Subscription; Closing.
(a) Purchaser hereby subscribes as for 7,000,000 Shares, at a purchase price of
$0.0001 per share. The cash consideration for this subscription is payable upon
execution of this Agreement, the receipt of which is acknowledged.
(b) The closing (the "Closing Date") of the subscription contemplated by this
Agreement, following acceptance by the Company of this Agreement, shall take
place at the offices of the Company or such other place as determined by the
parties hereto, on such date as is mutually agreed upon by the Company and the
Purchaser. The Company's acceptance of this subscription of the Purchaser shall
be evidenced by the Company's execution of the counterpart of this Agreement
executed by the Purchaser.
(c) Within five (5) days from the Closing Date, the Company will deliver to
Purchaser a certificate registered in Purchaser's name representing the Shares.
2. Representations and Warranties of the Purchaser. Purchaser hereby represents
and warrants to the Company as follows:
(a) Accredited Investor. Purchaser is an "Accredited Investor" as that term is
defined in Rule 501 promulgated under the Securities Act of 1933, as amended
(the "Act"), and acknowledges that the Shares are deemed to constitute
"restricted securities" under Rule 144 promulgated under the Act.
(b) Investment. Purchaser is obtaining the Shares for Purchaser's own account
and Purchaser has no present intention of distributing or selling said Shares
except as permitted under the Act and applicable state securities laws.
(c) Ability to Bear Economic Risk. Purchaser has sufficient knowledge and
experience in business and financial matters to evaluate the Company, its
proposed activities and the risks and merits of this investment. Purchaser has
the ability to accept the high risk and lack of liquidity inherent in this type
of investment.
(d) Access to Data. Purchaser has had an opportunity to discuss the Company's
business, management and financial affairs with the Company's management and
the opportunity to review the Company's facilities and business plan. Purchaser
acknowledges that it has received all the information it has requested from the
Company and it considers necessary or appropriate for deciding whether to
acquire the Shares. Purchaser represents that it has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of the Shares and to obtain any additional
information necessary to verify the accuracy of the information given the
Purchaser.
(e) Rule 144. Purchaser acknowledges that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from such registration is available. Purchaser acknowledges and understands
that the provisions of Rule 144 promulgated under the Securities Act which
permit limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things the existence
of a public market for the shares, the availability of certain current public
information about the Company, the resale occurring not less than one year
after a party has purchased and paid for the security to be sold, the sale
being effected through a "broker's transaction" or in transactions directly
with a "market maker" and the number of shares being sold during any three-
month period not exceeding specified limitations, and Purchaser agrees to
comply fully with such provisions as in effect from time to time.
3. Restrictive Legends. All certificates representing the Shares shall have
endorsed thereon the following legends:
(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
APPLICABLE FEDERAL OR STATE SECURITIES LAWS, OR UNLESS THE COMPANY IS FURNISHED
WITH AN OPINION OF COUNSEL ACCEPTABLE TO IT THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE."
(b) Any legend required to be placed thereon by appropriate state Blue Sky
officials.
4. Restrictions on Transfer. Without in any way limiting the foregoing,
Purchaser further agrees that Purchaser shall in no event make any disposition
of all or any portion of the Shares which Purchaser is Subscribing to purchase
unless and until:
(a) There is then in effect a registration statement under the Act covering
such proposed disposition and such disposition is made accordance with said
registration statement; or
(b) (i) If requested by the Company, Purchaser shall have furnished the Company
with an opinion of Purchaser's own counsel to the effect that such disposition
will not require registration of such shares under the Act and (ii) such
opinion of Purchaser's counsel shall have been concurred in by counsel for the
Company, such concurrence not to be unreasonably withheld, and the Company
shall have advised Purchaser of such concurrence.
(c) The Company shall not be required (i) to transfer on its books any Shares
which shall have been sold or transferred in violation of any of the provisions
set forth in this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote as such owner or to pay dividends to any transferee to
whom such Shares shall have been so transferred.
5. Notices. All notices, requests, demands and other communications which a
party is required to or may desire to give any other party in connection with
this Agreement shall be in writing and shall be personally delivered, delivered
by facsimile transmission, or delivered by United States registered or
certified mail, postage prepaid with return receipt requested, or by overnight
courier, addressed as follows:
If to the Company:
WPB Financiers, Ltd.
715 Palm Street
West Palm Beach, Florida 33401
Attn: Darian S. Tenace, President
If to Purchaser:
Brightpoint Capital Partners, LLC
2000 Hamilton Street, #520
Philadelphia, Pennsylvania 19130
Attn: Michael Tay, Manager
If notice is given by personal delivery in accordance with the provisions of
this Section 5 said notice shall conclusively be deemed given at the time of
delivery. If notice is given by confirmed facsimile transmission in accordance
with the provisions of this Section 5, said notice shall conclusively be deemed
given at the time of the transmission. If notice is given by mail in accordance
with the provisions of this section, said notice shall conclusively be deemed
given 48 hours after deposit thereof in the United States mail. If notice is
given by overnight courier, said notice shall conclusively be deemed given 24
hours after delivery thereof to such overnight courier. The addressees or
addresses set forth above may be changed from time to time by a notice sent to
the other parties.
6. Amendments. The provisions of this Agreement may be altered, amended, or
repealed, in whole or in part, only by the written consent of the Company and
the Purchaser.
7. Miscellaneous.
(a) The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.
(b) This Agreement and (unless otherwise provided) all amendments hereof and
waivers and consents hereunder shall be governed by the internal law of the
State of Pennsylvania, without regard to the conflicts of law principles
thereof. Venue for any cause of action brought to enforce any part of this
Agreement shall be in Philadelphia, Pennsylvania.
(c) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, provided that
neither party may assign its rights hereunder without the consent of the other.
(d) This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof
[SIGNATURE PAGE FOLLOWS]
As of the day and year first above written.
PURCHASER:
BRIGHTPOINT CAPITAL PARTNERS, LLC
Signature: /s/ Michael Tay
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By: Michael Tay
Title: Manager
ACCEPTED AND AGREED:
WPB FINANCIERS, LTD.
Signature: /s/ Darian S. Tenace
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By: Darian S. Tenace
Title: President, CEO, Secretary and Treasurer
I, Darian S. Tenace, hereby resign as director and officer of WPB FINANCIERS,
LTD., a Delaware corporation, effective the 20th day of December 2002, and
hereby waive and renounce any claim against said corporation, including any
claim for accrued but unpaid wages, severance, compensation or benefits.
/s/ Darian S. Tenace
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Darian S. Tenace
